Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 13, 2023 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0000909494 | ||
Entity Registrant Name | TUCOWS INC /PA/ | ||
Amendment Flag | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-32600 | ||
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, Country | CA | ||
Entity Address, Postal Zip Code | M6K 3M1 | ||
City Area Code | 416 | ||
Local Phone Number | 535-0123 | ||
Title of 12(b) Security | Common stock, no par value | ||
Trading Symbol | TCX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 283,900,000 | ||
Entity Common Stock, Shares Outstanding | 10,829,711 | ||
Amendment Description | We filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 with the Securities and Exchange Commission (“SEC”) on March 15, 2023 (the “Original Filing”). This Amendment No. 1 on Form 10-K/A (this “Amendment”) is being filed solely to amend Part II, Item 8, “Report of Independent Registered Public Accounting Firm” of the Original Filing to correct a typographical error within KPMG LLP’s (“KPMG”) report of independent registered public accounting firm on our consolidated financial statements (the “Audit Opinion”). This Amendment corrects the typographical error in the Audit Opinion by replacing the reference from “unqualified” to “adverse” when referencing the opinion on the effectiveness of the Company’s internal control over financial reporting. There were no changes to KPMG’s report of independent registered public accounting firm on the effectiveness of the Company’s internal control over financial reporting. For convenience, we are refiling the entire Annual Report on Form 10-K, as amended, including an updated consent by KPMG in Exhibit 23.1 and new certifications by our principal executive officer and principal financial officer, which are being filed as Exhibits 31.1, 31.2, 32.1 and 32.2 to this Amendment. Except as described above, no other changes to the Original Filing are included in this Amendment. This Amendment speaks only as of the date of the Original Filing, and the Amendment does not modify or update the disclosures presented in the Original Filing other than as noted above, and does not reflect events occurring after the Original Filing. | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Toronto, Ontario | ||
Auditor Firm ID | 85 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 23,496 | $ 9,105 |
Accounts receivable, net of allowance for doubtful accounts of $693 as of December 31, 2022 and $541 as of December 31, 2021 | 18,404 | 14,579 |
Contract asset, current portion | 5,159 | 778 |
Inventory | 7,284 | 3,277 |
Prepaid expenses and deposits | 17,005 | 20,986 |
Derivative instrument asset, current portion (note 7) | 1,903 | 299 |
Deferred costs of fulfillment, current portion (note 11 (b)) | 94,198 | 94,506 |
Income taxes recoverable | 2,471 | 3,474 |
Total current assets | 169,920 | 147,004 |
Contract asset, long-term portion (note 10) | 2,328 | 0 |
Deferred costs of fulfillment, long-term portion (note 11(b)) | 16,476 | 18,205 |
Derivative instrument asset, long-term portion (note 7) | 0 | 278 |
Investments | 2,012 | 2,012 |
Deferred tax asset | 0 | 22 |
Property and equipment (note 4) | 281,495 | 172,662 |
Right of use operating lease asset | 20,489 | 17,515 |
Contract costs | 1,827 | 1,079 |
Intangible assets (note 5) | 39,790 | 50,409 |
Total goodwill | 130,410 | 130,410 |
Total assets | 664,747 | 539,596 |
Current liabilities: | ||
Accounts payable | 17,171 | 10,016 |
Accrued liabilities | 22,653 | 15,240 |
Customer deposits | 15,783 | 16,974 |
Derivative instrument liability, current portion (note 7) | 389 | 125 |
Operating lease liability, current portion (note 12) | 4,642 | 3,150 |
Deferred revenue, current portion (note 10) | 122,894 | 124,116 |
Accreditation fees payable, current portion | 809 | 882 |
Income taxes payable | 2,248 | 102 |
Other current liabilities | 1,600 | 3,078 |
Total current liabilities | 188,189 | 173,683 |
Deferred revenue, long-term portion (note 10) | 22,237 | 23,677 |
Accreditation fees payable, long-term portion | 142 | 170 |
Operating lease liability, long-term portion (note 12) | 12,438 | 11,853 |
Loan payable, long-term portion (note 8) | 238,930 | 190,748 |
Total Redeemable Preferred Shares | 90,434 | 0 |
Other long-term liability (note 3 (a)) | 0 | 1,804 |
Deferred tax liability (note 9) | 15,720 | 22,569 |
Stockholders' equity (note 14) | ||
Common stock - no par value, 250,000,000 shares authorized; 10,817,110 shares issued and outstanding as of December 31, 2022 and 10,747,417 shares issued and outstanding as of December 31, 2021 | 31,868 | 28,515 |
Additional paid-in capital | 8,106 | 2,764 |
Retained earnings | 55,899 | 83,470 |
Accumulated other comprehensive income (loss) (note 7) | 784 | 343 |
Total stockholders' equity | 96,657 | 115,092 |
Total liabilities and stockholders' equity | 664,747 | 539,596 |
Commitments and contingencies (note 19) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance for doubtful accounts | $ 693 | $ 541 |
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) | 10,817,110 | 10,747,417 |
Common stock, shares outstanding (in shares) | 10,817,110 | 10,747,417 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Revenues | $ 321,142 | $ 304,337 | $ 311,202 |
Cost of revenues (note 10) | |||
Cost of revenues | 196,268 | 193,039 | 200,401 |
Network expenses | 17,433 | 14,769 | 10,194 |
Depreciation of property and equipment (note 4) | 27,589 | 17,452 | 12,144 |
Amortization of intangible assets (note 5) | 1,512 | 583 | 1,340 |
Impairment of property and equipment (note 4) | 92 | 201 | 1,638 |
Total cost of revenues | 242,894 | 226,044 | 225,717 |
Gross profit | 78,248 | 78,293 | 85,485 |
Expenses: | |||
Sales and marketing | 53,937 | 39,471 | 34,274 |
Technical operations and development | 14,187 | 14,310 | 12,427 |
General and administrative | 30,845 | 22,370 | 20,268 |
Depreciation of property and equipment (note 4) | 598 | 534 | 488 |
Loss (gain) on disposition of property and equipment | 461 | 234 | (17) |
Amortization of intangible assets (note 5) | 9,882 | 9,424 | 10,080 |
Impairment of definite life intangible assets (note 5) | 0 | 0 | 1,431 |
Gain on currency forward contracts (note 7) | 0 | (277) | (383) |
Total expenses | 109,910 | 86,066 | 78,568 |
Income from operations | (31,662) | (7,773) | 6,917 |
Other income (expenses): | |||
Interest expense, net | (14,456) | (4,617) | (3,611) |
Income earned on sale of transferred assets, net (note 17) | 18,507 | 20,030 | 7,612 |
Other expense, net | (177) | (370) | (158) |
Total other income (expenses) | 3,874 | 15,043 | 3,843 |
Income before provision for income taxes | (27,788) | 7,270 | 10,760 |
Provision for income taxes (note 9) | (217) | 3,906 | 4,985 |
Net income (loss) for the period | (27,571) | 3,364 | 5,775 |
Other comprehensive income, net of tax | |||
Unrealized income (loss) on hedging activities (note 7) | 418 | 572 | 1,653 |
Net amount reclassified to earnings (note 7) | 23 | (2,565) | 210 |
Other comprehensive income (loss) net of tax expense (recovery) of $141, ($595) and $550 for the years ended December 31, 2022, 2021 and 2020 (note 7) | 441 | (1,993) | 1,863 |
Comprehensive income (loss), net of tax for the period | $ (27,130) | $ 1,371 | $ 7,638 |
Basic earnings per common share (note 18) (in dollars per share) | $ (2.56) | $ 0.32 | $ 0.55 |
Shares used in computing basic earnings per common share (note 18) (in shares) | 10,769,280 | 10,662,337 | 10,590,684 |
Diluted earnings per common share (note 18) (in dollars per share) | $ (2.56) | $ 0.31 | $ 0.54 |
Shares used in computing diluted earnings per common share (note 18) (in shares) | 10,769,280 | 10,817,468 | 10,692,281 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other comprehensive income (loss),Tax Expense (Recovery) | $ 141 | $ (595) | $ 550 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balances (in shares) at Dec. 31, 2019 | 10,585,159 | ||||
Balances at Dec. 31, 2019 | $ 16,633 | $ 880 | $ 76,208 | $ 473 | $ 94,194 |
Exercise of stock options (in shares) | 113,132 | 113,132 | |||
Exercise of stock options | $ 2,290 | (1,305) | 0 | 0 | $ 985 |
Shares deducted from exercise of stock options for payment of withholding taxes and exercise consideration (in shares) | (48,013) | (48,013) | |||
Shares deducted from exercise of stock options for payment of withholding taxes and exercise consideration | $ 0 | (556) | 0 | 0 | $ (556) |
Repurchase and retirement of shares (note 14(a)) (in shares) | (70,238) | (70,238) | |||
Repurchase and retirement of shares (note 14(a)) | $ (125) | (1,279) | (1,877) | 0 | $ (3,281) |
Acquisition of Cedar Networks (note 3 (a)) (in shares) | 32,374 | ||||
Acquisition of Cedar Networks (note 3 (a)) | $ 2,000 | 0 | 0 | 0 | 2,000 |
Stock-based compensation (note 15) | 0 | 3,718 | 0 | 0 | 3,718 |
Net income for the period | 0 | 0 | 5,775 | 0 | 5,775 |
Other comprehensive income (loss) net of tax expense (recovery) of $141, ($595) and $550 for the years ended December 31, 2022, 2021 and 2020 (note 7) | $ 0 | 0 | 0 | 1,863 | 1,863 |
Balances (in shares) at Dec. 31, 2020 | 10,612,414 | ||||
Balances at Dec. 31, 2020 | $ 20,798 | 1,458 | 80,106 | 2,336 | $ 104,698 |
Exercise of stock options (in shares) | 180,827 | 179,321 | |||
Exercise of stock options | $ 7,588 | (2,770) | 0 | 0 | $ 4,818 |
Shares deducted from exercise of stock options for payment of withholding taxes and exercise consideration (in shares) | (45,824) | (45,824) | |||
Shares deducted from exercise of stock options for payment of withholding taxes and exercise consideration | $ 0 | (387) | 0 | 0 | $ (387) |
Repurchase and retirement of shares (note 14(a)) (in shares) | 0 | ||||
Repurchase and retirement of shares (note 14(a)) | $ 0 | ||||
Net income for the period | 0 | 0 | 3,364 | 0 | 3,364 |
Other comprehensive income (loss) net of tax expense (recovery) of $141, ($595) and $550 for the years ended December 31, 2022, 2021 and 2020 (note 7) | 0 | 0 | 0 | (1,993) | (1,993) |
Stock-based compensation (note 15) | $ 129 | 4,463 | 0 | 0 | 4,592 |
Balances (in shares) at Dec. 31, 2021 | 10,747,417 | ||||
Balances at Dec. 31, 2021 | $ 28,515 | 2,764 | 83,470 | 343 | $ 115,092 |
Exercise of stock options (in shares) | 40,459 | 40,459 | |||
Exercise of stock options | $ 1,593 | (497) | $ 1,096 | ||
Shares deducted from exercise of stock options for payment of withholding taxes and exercise consideration (in shares) | (3,053) | (3,053) | |||
Shares deducted from exercise of stock options for payment of withholding taxes and exercise consideration | $ 0 | ||||
Repurchase and retirement of shares (note 14(a)) (in shares) | 0 | ||||
Repurchase and retirement of shares (note 14(a)) | $ 0 | ||||
Net income for the period | (27,571) | (27,571) | |||
Other comprehensive income (loss) net of tax expense (recovery) of $141, ($595) and $550 for the years ended December 31, 2022, 2021 and 2020 (note 7) | 441 | 441 | |||
Stock-based compensation (note 15) | $ 1,760 | 5,839 | 7,599 | ||
Stock-based compensation (note 15) (in shares) | 32,287 | ||||
Balances (in shares) at Dec. 31, 2022 | 10,817,110 | ||||
Balances at Dec. 31, 2022 | $ 31,868 | $ 8,106 | $ 55,899 | $ 784 | $ 96,657 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net income (loss) for the period | $ (27,571) | $ 3,364 | $ 5,775 |
Items not involving cash: | |||
Depreciation of property and equipment | 28,187 | 17,986 | 12,632 |
Impairment of property and equipment | 92 | 201 | 1,638 |
Amortization of debt discount and issuance costs | 685 | 300 | 269 |
Amortization of intangible assets | 11,394 | 10,007 | 11,420 |
Net amortization contract costs | (748) | (717) | 106 |
Accretion of contingent consideration | 248 | 383 | 344 |
Other | 0 | 0 | 223 |
Impairment of definite life intangible asset | 0 | 0 | 1,431 |
Deferred income taxes (recovery) | (6,981) | (1,328) | (3,939) |
Excess tax benefits on share-based compensation expense | (193) | (1,554) | (861) |
Net Right of use operating assets/Operating lease liability | (897) | (2,204) | 205 |
Loss on disposal of domain names | 7 | 1 | 17 |
Accretion of redeemable preferred shares | 3,896 | 0 | 0 |
Loss (gain) on change in the fair value of forward contracts | 281 | 606 | (500) |
Amortization of discontinued cash flow hedge from Accumulated other income | (761) | 0 | 0 |
Write-down on disposal of Ting Mobile customer assets and contract costs | 0 | 0 | 3,513 |
Stock-based compensation | 7,599 | 4,592 | 3,718 |
Remeasurement of contingent consideration | (400) | 0 | 0 |
Change in non-cash operating working capital: | |||
Accounts receivable | (3,825) | 1,586 | (281) |
Contract assets | (6,709) | (778) | 0 |
Inventory | (4,007) | (787) | 945 |
Prepaid expenses and deposits | 3,981 | (3,974) | (3,459) |
Deferred costs of fulfillment | 2,037 | (1,645) | (1,899) |
Income taxes recoverable | 3,355 | (1,394) | 908 |
Accounts payable | 6,754 | 4,068 | (902) |
Accrued liabilities | 7,411 | 4,857 | 376 |
Customer deposits | (1,191) | 645 | 1,493 |
Deferred revenue | (2,667) | (4,495) | 2,942 |
Accreditation fees payable | (101) | (83) | (33) |
Net cash provided by (used in) operating activities | 19,876 | 29,637 | 36,081 |
Financing activities: | |||
Proceeds received on exercise of stock options | 1,096 | 4,818 | 985 |
Proceeds from redeemable preferred shares | 87,500 | 0 | 0 |
Deferred Preferred Financing Costs | (1,016) | 0 | 0 |
Payment of tax obligations resulting from net exercise of stock options | 0 | (387) | (556) |
Repurchase of common stock | 0 | 0 | (3,281) |
Proceeds received on loan payable | 48,300 | 69,000 | 8,000 |
Payment of loan payable costs | (748) | (296) | (32) |
Contingent consideration for acquisitions | (3,125) | 0 | 0 |
Net cash (used in) provided by financing activities | 132,007 | 73,135 | 5,116 |
Investing activities: | |||
Additions to property and equipment | (136,710) | (73,175) | (44,437) |
Proceeds on disposal of property and equipment | 0 | 510 | 0 |
Acquisition of other intangible assets | (782) | (774) | (72) |
Investment in securities | 0 | (2,012) | 0 |
Net cash used in investing activities | (137,492) | (101,978) | (53,279) |
Increase (decrease) in cash and cash equivalents | 14,391 | 794 | (12,082) |
Cash and cash equivalents, beginning of period | 9,105 | 8,311 | 20,393 |
Cash and cash equivalents, end of period | 23,496 | 9,105 | 8,311 |
Supplemental cash flow information: | |||
Interest paid | 10,289 | 4,485 | 3,573 |
Income taxes paid, net | 3,883 | 8,828 | 8,926 |
Supplementary disclosure of non-cash investing and financing activities: | |||
Property and equipment acquired during the period not yet paid for | 501 | 99 | 1,129 |
Fair value of shares issued for acquisition of Cedar Holdings Group | 0 | 0 | 2,000 |
Fair value of contingent consideration for acquisition of Cedar Holdings Group | 0 | 0 | 3,072 |
Cedar Holdings Group, Incorporated [Member] | |||
Investing activities: | |||
Acquisition of business | 0 | 0 | (8,770) |
Uniregistry [Member] | |||
Investing activities: | |||
Acquisition of business | 0 | (2,499) | 0 |
Simply Bits LLC [Member] | |||
Investing activities: | |||
Acquisition of business | $ 0 | $ (24,028) | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Cedar Holdings Group, Incorporated [Member] | |
Cash acquired from acquisition of business | $ 66 |
Note 1 - Organization of the Co
Note 1 - Organization of the Company | 12 Months Ended |
Dec. 31, 2022 | |
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 - Significant Accounting
Note 2 - Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are stated in U.S. dollars, except where otherwise noted. (a) Basis of presentation These consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation. (b) Use of estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, management evaluates its judgements and estimates, including those related to the allocation of MONOS platform service consideration between multiple performance obligations, the recoverability of goodwill and intangible assets which requires judgement over qualitative indicators of impairment and loss contingencies. For acquired customer relationships, the Company estimates the fair value based on the income approach. The income approach is a valuation technique that calculates the fair value of an intangible asset based on the present value of future cash flows expected to be generated over the remaining useful life of the asset. This valuation involves significant subjectivity and estimation uncertainty, including assumptions related to future revenues attributable to acquired customer relationships, attrition rates and discount rates. Management bases its estimates on historical experience, available market information as applicable, and on various other assumptions that are believed to be reasonable under the circumstances at the time they are made. Under different assumptions or conditions, the actual results will differ, potentially materially, from those previously estimated. Many of the conditions impacting these assumptions and estimates are outside of the Company’s control. (c) Cash and cash equivalents All highly liquid investments, with an original term to maturity of three (d) Inventory Inventory primarily consists of Internet optical network terminals and customer installation equipment. All inventory is stated at the lower of cost or net realizable value. Cost is determined based on actual cost of the mobile device, accessory shipped or optical network terminals. The net realizable value of inventory is analyzed on a regular basis. This analysis includes assessing obsolescence, sales forecasts, product life cycle, marketplace and other considerations. If assessments regarding the above factors adversely change, we may (e) Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided on a straight-line basis so as to depreciate the cost of depreciable assets over their estimated useful lives at the following rates: Rate Asset Computer equipment 30% Computer software 33 1/3 - 100% Furniture and equipment 20% Vehicles and tools 20% Fiber network (years) 15 Customer equipment and installations (years) 3 Leasehold improvements Over term of lease Capitalized internal use software (years) 3 7 The Company reviews the carrying values of its property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not Additions to the fiber network are recorded at cost, including all material, labor, vehicle and installation and construction costs and certain indirect costs associated with the construction of cable transmission and distribution facilities. While the Company’s capitalization is based on specific activities, once capitalized, costs are tracked by fixed asset category at the fiber network level and not Additions to land are recorded at cost, and include any direct costs associated with the purchase, as well as any direct costs incurred to bring it to the condition necessary for its intended use, such as legal fees associated with the acquisition and the cost of permanent improvements. Land is not We capitalize costs for software to be used internally when we enter the application development stage. This occurs when we complete the preliminary project stage, management authorizes and commits to funding the project, and it is feasible that the project will be completed and the software will perform the intended function. We cease to capitalize costs related to a software project when it enters the post implementation and operation stage. Costs capitalized during the application development stage consist of payroll and related costs for employees who are directly associated with, and who devote time directly to, a project to develop software for internal use. External contractor costs who are directly associated with, and who devote time directly to, a project to develop software for internal use are also capitalized. Generally, we do not may 11 not The capitalized software development costs are generally to be amortized using the straight-line method over a 3 to 7-year period. In determining and reassessing the estimated useful life over which the cost incurred for the software should be amortized, we consider the effects of obsolescence, technology, competition and other economic factors. (f) Derivative Financial Instruments The Company uses derivative financial instruments to manage foreign currency exchange risk. The Company also uses pay-fixed, receive-variable interest rate swap with a Canadian chartered bank to limit the potential interest rate fluctuations incurred on its future cash flows related to variable interest payments on the Credit facility. The Company accounts for these instruments in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 815, 815" 815 For certain foreign currency contracts, the Company has not The fair value of the forward exchange contracts is determined using an estimated credit adjusted mark-to-market valuation which takes into consideration the Company's and the counterparty's credit risk. The valuation technique used to measure the fair values of the derivative instruments is a discounted cash flow technique, with all significant inputs derived from or corroborated by observable market data, as no (g) Goodwill and Other Intangible assets Goodwill Goodwill represents the excess of purchase price over the fair values assigned to the net assets acquired in business combinations. The Company does not fourth three The Company performs a qualitative assessment to determine whether there are events or circumstances which would lead to a determination that it is more likely than not not not no may If required to perform the quantitative test, the Company uses a discounted cash flow or income approach in which future expected cash flows at the operating segment level are converted to present value using factors that consider the timing and risk of the future cash flows. The estimate of cash flows used is prepared on an unleveraged debt-free basis. The discount rate reflects a market-derived weighted average cost of capital. The Company believes that this approach is appropriate because it provides a fair value estimate based upon the Company’s expected long-term operating and cash flow performance for its operating segment. The projections are based upon the Company’s best estimates of projected economic and market conditions over the related period including growth rates, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, terminal value margin rates, future capital expenditures and changes in future working capital. If assumptions and estimates used to allocate the purchase price or used to assess impairment prove to be inaccurate, future asset impairment charges could be required. Intangibles Assets Not Intangible assets not no The Company reviews individual domain names in the portfolio for potential impairment throughout the fiscal year in determining whether a particular name should be renewed. Impairment is recognized for names that are not Intangible Assets Subject to Amortization Intangible assets subject to amortization, consist of brand, customer relationships, technology and network rights and are amortized on a straight-line basis over their estimated useful lives as follows: (in years) Technology 2 - 7 Brand 7 Customer relationships 3 - 7 Network rights 15 The Company continually evaluates whether events or circumstances have occurred that indicate the remaining estimated useful lives of its intangible assets subject to amortization may may not (h) Revenue recognition See “Note 10 (i) Contract balances The Company accounts for contract assets and liabilities (deferred revenue) on a contract-by-contract basis, with each contract presented as either a net contract asset or a net contract liability accordingly. Contract assets are recorded for services delivered under 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. Contract assets primarily relate to long-term mobile platform services contracts. Deferred revenue primarily relates to the unearned portion of revenues received in advance related to the unexpired term of registration fees from domain name registrations and other domain related Internet services, on both a wholesale and retail basis, net of external commissions. To a lesser extent, deferred revenue also includes a portion of the transaction price received from other professional services. (j) Contract Costs See “Note 11 (k) Contract Modifications Contracts may not not not (l) Leases Under ASC 842, Certain lease agreements contain variable payments, which are expensed as incurred and not We have elected to consider leases with a term of 12 not Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in our leases is not Operating lease expense is recognized on a straight-line basis over the lease term. (m) Accreditation fees payable In accordance with ICANN rules, the Company has elected to pay ICANN fees incurred on the registration of Generic Top-Level Domains on an annual basis. Accordingly, accreditation fees that relate to registrations completed prior to ICANN rendering a bill are accrued and reflected as accreditation fees payable. (n) Translation of foreign currency transactions The Company’s functional currency is the United States dollar. Monetary assets and liabilities of the Company and of its wholly owned subsidiaries that are denominated in foreign currencies are translated into United States dollars at the exchange rates prevailing at the balance sheet dates. Non-monetary assets and liabilities are translated at the historical exchange rates. Transactions included in operations are translated at the rate at the date of the transactions. (o) Income taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in net income in the year that includes the enactment date. A valuation allowance is recorded if it is not The Company recognizes the impact of an uncertain income tax position at the largest amount that is more-likely-than- not not 50% 12 (p) Redeemable preferred shares See "Note 13 (q) Stock-based compensation Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest, reduced for estimated forfeitures. The Company recognizes stock based compensation for both public company stock and private subsidiary stock - see "Note 15. (r) Earnings per common share Basic earnings per common share has been calculated on the basis of net income for the year divided by the weighted average number of common shares outstanding during each year. Diluted earnings per share gives effect to all dilutive potential common shares outstanding at the end of the year assuming that they had been issued, converted or exercised at the later of the beginning of the year or their date of issuance. In computing diluted earnings per share, the treasury stock method is used to determine the number of shares assumed to be purchased from the conversion of common share equivalents or the proceeds of the exercise of options. (s) Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, accounts receivable, forward foreign exchange contracts and pay-fixed, receive-variable interest rate swap contracts. Cash equivalents consist of deposits with major commercial banks, the maturities of which are three not not (t) Fair value measurement Fair value of financial assets and liabilities is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The three Level 1—Quoted Level 2—Observable Level 3—No Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. Our assessment of the significance of a particular input to the fair value measurements requires judgment, and may The fair value of cash and cash equivalents, accounts receivable, accounts payable, accreditation fees payable, customer deposits and accrued liabilities (level 2 The fair value of the derivative financial instruments is determined using an estimated credit-adjusted mark-to-market valuation (a level 2 (u) Investments The Company accounts for investment in entities over which it has the ability to exert significant influence, but does not not not not (v) Segment reporting The Company operates in three No Our reportable operating segments and their principal activities consist of the following: Ting This segment derives revenue from the retail high speed Internet access to individuals and small businesses primarily through the Ting website. Revenues are generated in the United States Wavelo This segment derives revenue from platform and other professional services related to communication service providers, including Mobile Network Operators and Internet Service Providers, and are primarily generated in the United States. Tucows Domains This segment includes wholesale and retail domain name registration services and value added services. The Company primarily earns revenues from the registration fees charged to resellers in connection with new, renewed and transferred domain name registrations; the sale of retail Internet domain name registration and email services to individuals and small businesses. Domain Services revenues are attributed to the country in which the contract originates, primarily Canada and the United States. 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. The Company’s assets are primarily located in Canada, the United States and Europe. (w) Recent Accounting Pronouncements Recent Accounting Pronouncements Adopted None. Recent Accounting Pronouncements Not None. |
Note 3 - Acquisitions
Note 3 - Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 3. (a) Cedar In the fourth 2019, January 1, 2020, two 24th 36th December 2022, January 3, 2023, 36 th The amortization period for the customer relationships and network rights are 7 and 15 years, respectively. (b) Uniregistry On October 1, 2021, Cash Consideration, including working capital adjustment $ 2,499 Total purchase price 2,499 Accounts Receivables, net 538 Other current assets 23 Technology 3,039 Total identifiable assets 3,600 Accounts payable and accrued labilities 1,101 Total liabilities assumed 1,101 Total net assets (liabilities) assumed 2,499 Total goodwill $ - The technology assets acquired are amortized over periods of 5 - 7 years. (c) Simply Bits On November 8, 2021, one $25.0 m December 31, 2021 2022. Cash Consideration, including working capital adjustment $ 24,829 Fair value of contingent payments 953 Total purchase price 25,782 Cash and Cash Equivalents 801 Accounts Receivables, net 87 Other current assets 759 Property and equipment 1,684 Right of use operating lease 1,804 Customer relationships 9,160 Total identifiable assets 14,295 Accounts payable and accrued labilities 307 Deferred tax liability 20 Operating lease liability 1,794 Other liabilities 498 Total liabilities assumed 2,619 Total net assets (liabilities) assumed 11,676 Total goodwill $ 14,106 The amortization period for the customer relationships is 7 years. |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 4. Property and equipment consist of the following (Dollar amounts in thousands of U.S. dollars): December 31, December 31, 2022 2021 Computer equipment $ 43,440 $ 34,465 Computer software 1,935 1,921 Capitalized internal use software 25,172 10,660 Furniture and equipment 1,708 1,418 Vehicles and tools 9,144 6,569 Fiber network 168,587 109,500 Customer equipment and installations 36,382 22,027 Land 1,109 1,123 Buildings 8,864 9,096 Assets under construction 62,588 29,414 Leasehold improvements 624 548 359,553 226,741 Less: Accumulated depreciation 78,058 54,079 $ 281,495 $ 172,662 Depreciation of property and equipment (Dollar amounts in thousands of U.S. dollars): Year Ended December 31, Year Ended December 31, Year Ended December 31, 2022 2021 2020 Depreciation of property and equipment $ 28,187 $ 17,986 $ 12,632 During the year ended December 31, 2022 $0.1 million During the year ended December 31, 2021 $0.2 million During the year ended December 31, 2020 |
Note 5 - Goodwill and Other Int
Note 5 - Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
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. Goodwill consists of the following (Dollar amounts in thousands of U.S. dollars): Ting Wavelo Tucows Domains Total Balances, December 31, 2020 $ 8,618 $ - $ 107,686 $ 116,304 Simply Bits, LLC acquisition 14,106 - - 14,106 Balances, December 31, 2021 $ 22,724 $ - $ 107,686 $ 130,410 Balances, December 31, 2022 $ 22,724 $ - $ 107,686 $ 130,410 The Company's Goodwill balance is $130.4 million as of December 31, 2022 December 31, 2021 Goodwill is not 2 2022 2021 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 ap plica not 2022 June 2006 not December 31, 2022 , December 31, 2021 , and December 31, 2020 Finite-life intangible assets, comprising brand, technology, customer relationships and network rights are being amortized on a straight-line basis over periods of two fifteen Throughout 2022, seven In June 2020, 19 December 31, 2020. In August 2020, one 17 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, 2020 $ 11,157 $ 1,135 $ 7,021 $ 26,664 $ 274 $ 1,193 $ 47,444 Simply Bits acquisition - - - 9,160 - - 9,160 Uniregistry acquisition - - - - 3,039 - 3,039 Acquisition of customer relationship - - - 224 - - 224 Acquisition of brand - - 59 - - - 59 Acquisition of technology - - - - 491 - 491 Additions to/(disposals from) domain portfolio, net (1 ) - - - - - (1 ) Amortization expense - - (2,070 ) (7,414 ) (412 ) (111 ) (10,007 ) Balances December 31, 2021 $ 11,156 $ 1,135 $ 5,010 $ 28,634 $ 3,392 $ 1,082 50,409 Acquisition of customer relationship - - - 782 - - 782 Additions to/(disposals from) domain portfolio, net (1 ) (6 ) - - - - (7 ) Amortization expense - - (2,070 ) (8,603 ) (622 ) (99 ) (11,394 ) Balances December 31, 2022 $ 11,155 $ 1,129 $ 2,940 $ 20,813 $ 2,770 $ 983 $ 39,790 The following table shows the estimated amortization expense for each of the next 5 no Year ending December 31, 2023 $ 10,375 2024 5,411 2025 4,205 2026 2,648 2027 1,616 Thereafter 3,251 Total $ 27,506 |
Note 6 - Fair Value Measurement
Note 6 - Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 6. 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 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 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, 2021 December 31, 2021 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 452 $ - $ 452 Total Assets, net $ - $ 452 $ - $ 452 |
Note 7 - Derivative Instruments
Note 7 - Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 7. 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. Foreign currency forward contracts 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, December 31, 2022 December 31, 2021 no During the third 2022, As of December 31, 2022 815 As of December 31, 2021 s $31.8 million, of which $26.8 m 815 As of December 31, 2022 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 January - March 2023 15,132 1.3283 (270 ) April - June 2023 13,074 1.3385 (119 ) July - September 2023 11,332 1.3633 113 October - December 2023 10,150 1.3744 192 $ 49,688 1.3484 $ (84 ) Fair value of derivative instruments and effect of derivative instruments on financial performance The effect of these derivative instruments on our consolidated financial statements as of, and for the years ended December 31, 2022 2021 not Fair value of derivative instruments in the consolidated balance sheets (see 6 ) Derivatives (Dollar amounts in thousands of U.S. dollars) Balance Sheet Location As of December 31, 2022 Fair Value Asset As of December 31, 2021 Fair Value Asset Foreign Currency forward contracts designated as cash flow hedges (net) Derivative instruments $ (84 ) $ 62 Interest rate swap contract designated as a cash flow hedge (net) Derivative instruments 1,598 390 Foreign Currency forward contracts not designated as cash flow hedges (net) Derivative instruments - - Total foreign currency forward contracts and interest rate swaps (net) Derivative instruments $ 1,514 $ 452 Movement in AOCI balance for the year ended December 31, 2022 Gains and losses on cash flow hedges Tax impact Total AOCI Opening AOCI balance - December 31, 2021 $ 450 $ (107 ) $ 343 Other comprehensive income (loss) before reclassifications 550 (132 ) 418 Amount reclassified from AOCI 793 (193 ) 600 Amortization of discontinued cash flow hedge (761 ) 184 (577 ) Other comprehensive income (loss) for the year ended December 31, 2022 582 (141 ) 441 Ending AOCI Balance - December 31, 2022 $ 1,032 $ (248 ) $ 784 Movement in AOCI balance for the year ended December 31, 2021 Gains and losses on cash flow hedges Tax impact Total AOCI Opening AOCI balance - December 31, 2020 $ 3,038 $ (702 ) $ 2,336 Other comprehensive income (loss) before reclassifications 794 (222 ) 572 Amount reclassified from AOCI (3,382 ) 817 (2,565 ) Other comprehensive income (loss) for the year ended December 31, 2021 (2,588 ) 595 (1,993 ) Ending AOCI Balance - December 31, 2021 $ 450 $ (107 ) $ 343 Movement in AOCI balance for the year ended December 31, 2020 Gains and losses on cash flow hedges Tax impact Total AOCI Opening AOCI balance - December 31, 2019 $ 625 $ (152 ) $ 473 Other comprehensive income (loss) before reclassifications 2,142 (489 ) 1,653 Amount reclassified from AOCI 271 (61 ) 210 Other comprehensive income (loss) for the year ended December 31, 2020 2,413 (550 ) 1,863 Ending AOCI Balance - December 31, 2020 $ 3,038 $ (702 ) $ 2,336 Effects of derivative instruments on income and other comprehensive income (OCI) (Dollar amounts in thousands of U.S. dollars) 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 $ (691 ) Foreign currency forward contracts for the year ended December 31, 2022 $ (1,014 ) Cost of revenues $ (171 ) Interest rate swap contract for the year ended December 31, 2022 $ 1,430 Interest expense, net $ 69 Operating expenses $ 2,652 Foreign currency forward contracts for the year ended December 31, 2021 $ (2,203 ) Cost of revenues $ 615 Interest rate swap contract for the year ended December 31, 2021 $ (210 ) Interest expense, net $ 115 Operating expenses $ (188 ) Foreign currency forward contracts for the year ended December 31, 2020 $ 2,026 Cost of revenues $ (66 ) Interest rate swap contract for the year ended December 31, 2020 $ (163 ) Interest expense, net $ (17 ) For those foreign currency forward contracts not Year Ended December 31, Forward currency contracts not designated as hedges: 2022 2021 2020 Gain (loss) on settlement $ - $ 883 $ (117 ) Gain (loss) on change in fair value - (606 ) 500 $ - $ 277 $ 383 For those interest rate swap contracts not Year Ended December 31, Interest rate swap contracts not designated as hedges: 2022 2021 2020 Gain (loss) on matured swaps $ 777 $ - $ - Gain (loss) on change in fair value on unsettled swaps (281 ) - - $ 496 $ - $ - |
Note 8 - Loan Payable
Note 8 - Loan Payable | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 8. Amended 2019 On June 14, 2019, 2019 2019 2017 In connection with the Amended 2019 December 31, 2019. The obligations of the Company under the Amended 2019 first four June 13, 2024. Second Amended 2019 Credit Facility On October 26, 2021, 2019 2019 2019 two 3.50x In connection with the Second Amended 2019 Third Amended 2019 On August 8, 2022, 13 June 14, 2024. four 4.00:1.00 September 29, 2023 3.75:1.00 3.00:1.00. may one three six On March 14, 2023, No.2 21 Credit Facility Terms The Credit Facility is revolving with interest only payments with no The Amended Credit Facility Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default. The Amended Credit Agreement was entered into in August 2022 four 4.00:1.00 September 29, 2023; ( 3.75:100 3.00:1.00. December 31, 2022 December 31, 2021 Borrowings under the Amended Credit Agreement will accrue interest and standby fees based on the Company’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 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 % 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 % Standby fees 0.30 % 0.35 % 0.45 % 0.50 % 0.55 % 0.60 % The following table summarizes the Company’s borrowings under the credit facilities (Dollar amounts in thousands of U.S. dollars): December 31, 2022 December 31, 2021 Revolver $ 239,700 $ 191,400 Less: unamortized debt discount and issuance costs (770 ) (652 ) Total loan payable 238,930 190,748 Less: loan payable, current portion - - Loan payable, long-term portion $ 238,930 $ 190,748 The following table summarizes our scheduled principal repayments as of December 31, 2022 2023 - 2024 239,700 $ 239,700 Each reporting period, the Company assesses its ability to continue as a going concern for one may As of December 31, 2022, $23.5M. 12 twelve In the long-term, we may |
Note 9 - Income Taxes
Note 9 - Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 9. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate of 21% for the years ended December 31, 2022 December 31, 2021 December 31, 2020 Year ended December 31, 2022 2021 2020 Income (loss) for the year before provision for income taxes $ (27,788 ) $ 7,270 $ 10,760 Computed federal tax expense (5,836 ) 1,527 2,259 Increase (decrease) in income tax expense resulting from: State income taxes 845 314 303 Foreign earnings 386 382 (175 ) Changes in valuation allowance 4,023 2,300 1,867 Expired business tax credits - - 1,044 Shortfall (excess) tax benefits on share-based compensation 138 (1,556 ) (407 ) Permanent differences (112 ) 205 (161 ) Others 339 734 255 Provision (recovery) for income taxes $ (217 ) $ 3,906 $ 4,985 Our effective tax rate is mainly driven by changes in valuation allowance on foreign tax credits that we are not The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Deferred tax assets: Foreign tax credits $ 17,554 $ 13,531 Deferred revenue 5,349 5,694 Net operating losses 2,468 537 Interest limitation 1,047 - Amortization 379 - Accruals, including foreign exchange and other 3,909 2,991 Total deferred tax assets 30,706 22,753 Valuation allowance (17,554 ) (13,531 ) Total deferred tax assets $ 13,152 $ 9,222 Deferred tax liabilities: Prepaid registry fees and expenses $ (17,941 ) $ (18,165 ) Investment in partnership (6,727 ) Amortization - (6,578 ) Indefinite life intangible assets (2,968 ) (3,229 ) Limited life intangible assets (629 ) (2,969 ) Foreign branch deferred tax liabilities (607 ) (828 ) Total deferred tax liability $ (28,872 ) $ (31,769 ) Net deferred tax assets (liabilities) $ (15,720 ) $ (22,547 ) The enactment of the Tax Cuts and Jobs Act since 2017 not not We believe it is more likely than not The Company had nil December 31, 2022 December 31, 2021. The Company recognizes interest and penalties related to income tax matters within the provision for income taxes. No December 31, 2022 December 31, 2021. |
Note 10 - Revenue
Note 10 - Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 10. 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 In the third 2022, three no 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 20 (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 fixed payments and credits. The Company recognizes variable subscriber fees, including variable amounts in excess of substantive minimum fees where appropriate, 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. 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): 2022 2021 2020 Ting: Fiber Internet Services $ 42,425 $ 25,327 $ 17,151 Wavelo: Platform Services 22,594 13,031 1,839 Other professional services 1,750 3,750 - Total Wavelo 24,344 16,781 1,839 Tucows Domains: Wholesale Domain Services 187,542 189,091 186,893 Value Added Services 20,712 20,942 18,526 Total Wholesale 208,254 210,033 205,419 Retail 34,904 35,543 36,835 Total Tucows Domains 243,158 245,576 242,254 Tucows Corporate: Mobile Services and eliminations 11,215 16,653 49,958 $ 321,142 $ 304,337 $ 311,202 As of December 31, 2022 one December 31, 2021 December 31, 2020 During the years ended December 31, 2022 December 31, 2021 December 31, 2020 no 10% 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): 2022 2021 2020 Ting: Fiber Internet Services $ 17,004 $ 12,035 $ 6,856 Wavelo: Platform Services 1,294 504 183 Other professional services 1,632 804 - Total Wavelo 2,926 1,308 183 Tucows Domains: Wholesale Domain Services 147,894 147,213 146,788 Value Added Services 2,514 2,544 3,016 Total Wholesale 150,408 149,757 149,804 Retail 16,482 17,731 17,647 Total Tucows Domains 166,890 167,488 167,451 Tucows Corporate: Mobile Services and eliminations 9,448 12,208 25,911 Network Expenses: Network, other costs 17,433 14,769 10,194 Network, depreciation and amortization costs 29,101 18,035 13,484 Network, impairment 92 201 1,638 Total Network Expenses 46,626 33,005 25,316 $ 242,894 $ 226,044 $ 225,717 Contract Balances The following table provides information about 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. Given that Company’s long-term contracts with customers are billed in advance of service, the Company’s contract liabilities relate to amounts recorded as deferred revenues. The Company does not 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. The opening balance of deferred revenue was $147.8 million as of January 1, 2022 Year ended December 31, 2022 Balance, beginning of period $ 147,793 Deferred revenue 257,127 Recognized revenue (259,789 ) Balance, end of period $ 145,131 Remaining Performance Obligations: As the Company fulfills its performance obligations, the following table includes revenues expected to be recognized in the future related performance obligations that are unsatisfied (or partially unsatisfied) as at December 31, 2022 December 31, 2022 202 3 $ 120,083 202 4 10,033 202 5 4,715 202 6 2,871 202 7 1,781 Thereaft e 2,837 Total $ 142,320 For professional services and internet access services, where the performance obligation is part of contracts that have an original expected duration of 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 |
Note 11 - Costs to Obtain and F
Note 11 - Costs to Obtain and Fulfill a Contract | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Capitalized Contract Costs [Text Block] | 11. (a) Deferred costs of acquisition We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the period of benefit of those costs to be longer than one December 31, 2022 Capitalized contract acquisition costs are amortized into operating expense based on the transfer of goods or services to which the assets relate which typically range from two ten December 31, 2022 December 31, 2022 Year ended December 31, 2022 Balance, beginning of period $ 1,079 Capitalization of costs 1,494 Amortization of costs (746 ) Balance, end of period $ 1,827 When the amortization period for costs incurred to obtain a contract with a customer is less than one (b) 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 December 31, 2022 no December 31, 2022 December 31, 2022 Year ended December 31, 2022 Balance, beginning of period $ 112,711 Deferral of costs 169,457 Recognized costs (171,494 ) Balance, end of period $ 110,674 |
Note 12 - Leases
Note 12 - Leases | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 12. We lease datacenters, corporate offices, antenna tower and fiber-optic cables under operating leases. The Company does not Our leases have remaining lease terms of 1 year to 19 years, some of which may may The components of lease expense were as follows (Dollar amounts in thousands of U.S. dollars): Year Ended Year Ended December 31, 2022 December 31, 2021 Operating Lease Cost (leases with a total term greater than 12 months) $ 4,200 $ 2,840 Short-term Lease Cost (leases with a total term of 12 months or less) 244 117 Variable Lease Cost 1,223 763 Total Lease Cost $ 5,667 $ 3,720 Lease Cost is presented in general and administrative expenses and direct cost of revenues within our consolidated statements of operations and comprehensive income. Information related to leases was as follows (Dollar amounts in thousands of U.S. dollars): Year Ended Year Ended Supplemental cashflow information: December 31, 2022 December 31, 2021 Operating Lease - Operating Cash Flows (Fixed Payments) $ 4,896 $ 5,120 Operating Lease - Operating Cash Flows (Liability Reduction) $ 3,984 $ 2,468 New ROU Assets - Operating Leases $ 6,726 $ 9,032 Supplemental balance sheet information related to leases: December 31, 2022 December 31, 2021 Weighted Average Discount Rate 4.14 % 3.09 % Weighted Average Remaining Lease Term 6.56 yrs 7.74 yrs Maturity of lease liability as of December 31, 2022 December 31, 2022 2023 $ 5,198 2024 4,657 2025 3,186 2026 1,669 2027 951 Thereafter 3,218 Total future lease payments 18,879 Less interest 1,799 Total $ 17,080 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 December 31, 2022 we not 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 13 - Redeemable Preferred
Note 13 - Redeemable Preferred Shares | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Redeemable Preferred Shares [Policy Text Block] | 13. 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 December 31, 2022, The Company incurred $0.8 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 December 5, 2022, December 31, 2022, The redeemable preferred units have an aggregate liquidation preference of $87.5 million, plus any accrued and unpaid preferred return thereon, plus a Make-Whole Premium should redemption occur before the fourth On January 30, 2023, 21 The following table summarizes the Company’s borrowings under the preferred share agreement (Dollar amounts in thousands of U.S. dollars): December 31, 2022 December 31, 2021 Opening Balance $ - $ - Add: Funding at Transaction Close 60,000 Add: Milestone Funding 27,500 Add: Accretion of redeemable preferred shares 3,896 Less: Deferred Preferred Financing Costs (962 ) - Total Redeemable Preferred Shares $ 90,434 $ - The following table summarizes our scheduled repayments as of December 31, 2022 ( 2023 $ - 2024 6,882 2025 17,691 2026 17,691 2027 and thereafter 144,822 $ 187,086 |
Note 14 - Common Shares
Note 14 - Common Shares | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Equity [Text Block] | 14. The Company’s authorized common share capital is 250 million shares of common stock without nominal or par value. On December 31, 2022 December 31, 2021 Repurchase of common shares: (a) Normal Course Issuer Bids: 2023 On February 9, 2023, February 10, 2023 February 9, 2024. 21 2023 2022 On February 10, 2022, February 11, 2022 February 10, 2023. not 2021 On February 9, 2021, February 10, 2021 February 9, 2022. not 2020 On February 12, 2020, February 13, 2020 February 9, 2021. December 31, 2020, 2019 On February 13, 2019, $40 February 14, 2019 February 12, 2020. December 31, 2019, December 31, 2020 (b) Net Exercise of Stock Options 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 and are included in the table on the following page as common stock received in connection with share-based compensation. The following table summarizes our share repurchase activity for the periods covered below (Dollar amounts in thousands of US dollars, except for share data): Year Ended December 31, 2022 2021 2020 Common stock repurchased on the open market or through tender offer Number of shares - - 70,238 Aggregate market value of shares (in thousands) $ - $ - $ 3,281 Average price per share $ - $ - $ 46.70 Common stock received in connection with share-based compensation Number of shares 3,053 45,824 48,013 Aggregate market value of shares (in thousands) $ 197 $ 3,669 $ 2,957 Average price per share $ 64.67 $ 80.07 $ 61.58 |
Note 15 - Stock Option Plans
Note 15 - Stock Option Plans | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 15. 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 assumptions presented in the table below represent the weighted average of the applicable assumption used to value stock options at their grant date. 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. The fair value of Company Options granted during the years ended December 31, 2022 December 31, 2021 December 31, 2020 Year Ended December 31, 2022 2021 2020 Volatility 34.9 % 35.7 % 39.0 % Risk-free interest rate 3.4 % 0.8 % 1.8 % Expected life (in years) 4.60 4.60 4.54 Dividend yield 0.0 % 0.0 % 0.0 % The weighted average grant date fair value for options issued, with the exercise price equal to market value on the date of grant $ 14.93 $ 24.83 $ 19.98 Details of Company Option transactions are as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 904,151 $ 64.36 845,020 $ 55.31 754,497 $ 49.94 Granted 262,980 42.15 282,625 79.30 239,325 61.21 Exercised (40,459 ) 31.95 (179,321 ) 45.04 (113,132 ) 30.53 Forfeited (55,234 ) 68.11 (41,240 ) 65.72 (26,468 ) 60.29 Expired (34,690 ) 58.92 (2,933 ) 60.70 (9,202 ) 58.96 Outstanding, end of period 1,036,748 59.97 904,151 64.36 845,020 55.31 Options exercisable, end of period 520,679 $ 62.74 415,925 $ 56.44 401,345 $ 49.21 As of December 31, 2022 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 $30.70 - $30.74 20,000 $ 30.71 6.9 $ 64 - $ - - $ - $40.04 - $48.00 236,830 42.37 6.1 - 7,000 47.29 2.1 - $51.82 - $59.98 198,508 55.72 1.7 - 192,958 55.72 1.6 - $60.01 - $68.41 316,485 62.08 3.6 - 222,878 62.67 3.3 - $70.13 - $79.51 248,425 78.41 5.2 - 90,906 77.59 4.9 - $80.61 - $82.07 16,500 81.27 5.8 - 6,937 81.60 5.8 - 1,036,748 $ 59.97 4.3 $ 64 520,679 $ 62.74 3.0 $ - Total unrecognized compensation cost relating to unvested Company Options at December 31, 2022 mately $8.2 m of 2.6 y The total intrinsic value of Company Options exercised during the years ended December 31, 2022 December 31, 2021 December 31, 2020 s $0.8 million, $6.4 million and $3.7 December 31, 2022 December 31, 2021 December 31, 2020 2022 On November 9, 2022 2022 three first three third 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 assumptions presented in the table below represent the weighted average of the applicable assumption used to value stock options at their grant date. The Company calculates expected volatility based on the actual volatility of comparable publicly traded companies. 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 assumes the expected dividend yield to be zero. The fair value of stock options granted during the year ended December 31, 2022 Year Ended December 31, 2022 2021 2020 Volatility 40.7 % N/A N/A Risk-free interest rate 4.4 % N/A N/A Expected life (in years) 4.16 N/A N/A Dividend yield 0.0 % N/A N/A The weighted average grant date fair value for options issued, with the exercise price equal to fair value of subsidiary shares on the date of grant $ 0.49 N/A N/A Details of Wavelo's stock option transactions are as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period - $ - N/A N/A N/A N/A Granted 15,975,528 1.27 N/A N/A N/A N/A Exercised - - N/A N/A N/A N/A Forfeited - - N/A N/A N/A N/A Expired - - N/A N/A N/A N/A Outstanding, end of period 15,975,528 1.27 N/A N/A N/A N/A Options exercisable, end of period - $ - N/A N/A N/A N/A As of December 31, 2022 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 $0.00 - $1.27 15,975,528 $ 1.27 6.9 $ - $ - $ - - $ - 15,975,528 $ 1.27 6.9 $ - $ - $ - - $ - Total unrecognized compensation cost relating to unvested Wavelo stock options at December 31, 2022 mately $5.9 of 2 .9 The Company recorded stock-based compensation for Company options amounting to $5.8 million, $4.6 million and $3.7 million for the years ended December 31, 2022 2021 2020 Year Ended December 31, 2022 2021 2020 Network expenses $ 399 $ 531 $ 472 Sales and marketing 1,498 1,941 1,678 Technical operations and development 545 824 756 General and administrative 3,337 1,296 812 $ 5,779 $ 4,592 $ 3,718 Stock-based compensation for the Wavelo stock options has been included in operating expenses as follows (Dollar amounts in thousands of US dollars): Year Ended December 31, 2022 2021 2020 Network expenses $ 104 $ - $ - Sales and marketing 508 - - Technical operations and development 407 - - General and administrative 801 - - $ 1,820 $ - $ - |
Note 16 - Foreign Exchange
Note 16 - Foreign Exchange | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Foreign Currency Disclosure [Text Block] | 16. A foreign exchange loss amounting to $0.2 million has been recorded in general and administrative expenses during the year ended December 31, 2022 . A foreign exchange loss amounting to $0.4 million December 31, 2021 . A foreign exchange gain amounting to $0.4 million has been recorded in general and administrative expenses during the year ended December 31, 2020 . |
Note 17 - Other Income (Expense
Note 17 - Other Income (Expenses) | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Other Income and Other Expense Disclosure [Text Block] | 17. On August 1, 2020, one 10 December 31, 2022 On August 1, 2020, For the twelve months ended 2022 2021 2020 Write-down of Ting Mobile intangible assets $ - $ - $ (2,581 ) Write-down of Ting Mobile contract costs - - (932 ) Income earned on sale of Transferred Assets 18,507 20,030 11,125 Income earned on sale of Ting customer assets $ 18,507 $ 20,030 $ 7,612 |
Note 18 - Earnings Per Common S
Note 18 - Earnings Per Common Share: | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 18. 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): Year ended December 31, 2022 2021 2020 Numerator for basic and diluted earnings per common share: Net income for the period $ (27,571 ) $ 3,364 $ 5,775 Denominator for basic and diluted earnings per common share: Basic weighted average number of common shares outstanding 10,769,280 10,662,337 10,590,684 Effect of outstanding stock options - 155,132 101,597 Diluted weighted average number of shares outstanding 10,769,280 10,817,468 10,692,281 Basic earnings per common share $ (2.56 ) $ 0.32 $ 0.55 Diluted earnings per common share $ (2.56 ) $ 0.31 $ 0.54 For the year ended December 31, 2022 For the year ended December 31, 2021 2020 not |
Note 19 - Commitments and Conti
Note 19 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 19. (a) The Company has several non-cancelable lease and purchase obligations primarily for general office facilities, service contracts for mobile telephone services and equipment that expire over the next ten Contractual Obligations for the year ending December 31, Contractual Lease Obligations Debt Obligations Redeemable preferred share financing Obligations Capital Purchase Obligations Purchase Obligations (1) Total Obligations 2023 $ 5,198 $ - $ - $ 35,082 $ 13,947 $ 54,227 2024 4,657 239,700 6,882 - 16,489 267,728 2025 3,186 - 17,691 - 15,266 36,143 2026 1,669 - 17,691 - 2,394 21,754 2027 951 - 17,691 - 722 19,364 Thereafter 3,218 - 127,131 - 3,446 133,795 $ 18,879 $ 239,700 $ 187,086 $ 35,082 $ 52,264 $ 533,011 ( 1 2023 ( 2 2023 2026. (b) On February 9, 2015 Under the agreement, the City will finance, construct, and maintain the WFN which will be leased to Ting for a period of ten Under the terms of the agreement, Ting may 2016, five December 31, 2022 , the City has drawn $16.2 million and the City’s revenues from Ting exceed the City’s debt service requirements. The Company does not 2023. (c) September 17, 2018 15 Ting is responsible for paying a fee per subscriber to SiFi. Through a “take or pay” arrangement, Ting has agreed to certain minimum charges based on minimum subscriber rates. These minimum fees are variable based on the percentage completion of the fiber optic network, and thus have not 19 (d) November 4, 2019 12 3 Ting is responsible for paying a fee per subscriber to Netly, as well as an unlit door fee for each serviceable address not 18 not 19 (e) O January 7, 2022, 25 200,000 third 2022. twenty-five not 19 (f) On May 11, 2022, 20 3% March 2023. not 19 (g) In the normal course of its operations, the Company becomes involved in various legal claims and lawsuits. The Company intends to vigorously defend these claims. While the final outcome with respect to any actions or claims outstanding or pending as of December 31, 2021 not |
Note 20 - Segment Reporting
Note 20 - Segment Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 20. 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 During the first 2022, three three The change to our reportable operating segments was the result of a shift in our business and management structures that was completed during the first 2022. first 2022, three not third 2022, three no 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 10 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals Year Ended December 31, 2022 Net Revenues External Revenues $ 42,425 $ 23,632 $ 243,158 $ 11,927 $ 321,142 Intersegment Revenues - 712 - (712 ) - Total Net Revenues 42,425 24,344 243,158 11,215 321,142 Direct cost of revenues 17,004 2,926 166,890 9,448 196,268 Segment Gross Margin 25,421 21,418 76,268 1,767 124,874 Network, other costs 17,433 Network, depreciation of property and equipment 27,589 Network, amortization of intangible assets 1,512 Network, impairment of property and equipment 92 Gross profit 78,248 Expenses: Sales and marketing 53,937 Technical operations and development 14,187 General and administrative 30,845 Depreciation of property and equipment 598 Loss on disposition of property and equipment 461 Amortization of intangible assets 9,882 Loss (gain) on currency forward contracts - Total expenses 109,910 Income (Loss) from operations (31,662 ) Other income (expenses): Interest expense, net (14,456 ) Income earned on sale of transferred assets, net 18,507 Other expense, net (177 ) Total other income (expenses) 3,874 Income (Loss) before provision for income taxes $ (27,788 ) Adjusted EBITDA $ (21,557 ) $ 3,875 $ 44,834 $ 10,438 $ 37,590 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals Year Ended December 31, 2021 Net Revenues External Revenues $ 25,327 $ 16,781 $ 245,576 $ 16,653 $ 304,337 Intersegment Revenues - - - - - Total Net Revenues 25,327 16,781 245,576 16,653 304,337 Direct cost of revenues 12,035 1,308 167,488 12,208 193,039 Segment Gross Margin 13,292 15,473 78,088 4,445 111,298 Network, other costs 14,769 Network, depreciation of property and equipment 17,452 Network, amortization of intangible assets 583 Network, impairment of property and equipment 201 Gross profit 78,293 Expenses: Sales and marketing 39,471 Technical operations and development 14,310 General and administrative 22,370 Depreciation of property and equipment 534 Loss (gain) on disposition of property and equipment 234 Amortization of intangible assets 9,424 Impairment of definite life intangible assets (277 ) Gain on currency forward contracts - Total expenses 86,066 Income (Loss) from operations (7,773 ) Other income (expenses): Interest expense, net (4,617 ) Gain on sale of Ting customer assets, net 20,030 Other expense, net (370 ) Total other income (expenses) 15,043 Income (Loss) before provision for income taxes $ 7,270 Adjusted EBITDA $ (18,778 ) $ 7,334 $ 47,765 $ 12,500 $ 48,821 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals Year Ended December 31, 2020 Net Revenues External Revenues $ 17,151 $ 1,839 $ 242,254 $ 49,958 $ 311,202 Intersegment Revenues - - - - - Total Net Revenues 17,151 1,839 242,254 49,958 311,202 Direct cost of revenues 6,856 183 167,451 25,911 200,401 Segment Gross Margin 10,295 1,656 74,803 24,047 110,801 Network, other costs 10,194 Network, depreciation of property and equipment 12,144 Network, amortization of intangible assets 1,340 Network, impairment of property and equipment 1,638 Gross profit 85,485 Expenses: Sales and marketing 34,274 Technical operations and development 12,427 General and administrative 20,268 Depreciation of property and equipment 488 Loss (gain) on disposition of property and equipment (17 ) Amortization of intangible assets 10,080 Impairment of definite life intangible assets 1,431 Gain on currency forward contracts (383 ) Total expenses 78,568 Income (Loss) from operations 6,917 Other income (expenses): Interest expense, net (3,611 ) Gain on sale of Ting customer assets, net 7,612 Other expense, net (158 ) Total other income (expenses) 3,843 Income (Loss) before provision for income taxes $ 10,760 Adjusted EBITDA $ (6,349 ) $ (5,381 ) $ 46,158 $ 16,545 $ 50,973 Reconciliation of Income before Provision for Income Taxes to Adjusted EBITDA Twelve months ended December 31, (In Thousands of US Dollars) 2022 2021 2020 Net Income for the period $ (27,571 ) $ 3,364 $ 5,775 Less: Provision for income taxes (217 ) 3,906 4,985 Depreciation of property and equipment 28,187 17,986 12,632 Impairment and loss on disposition of property and equipment 553 435 1,621 Amortization of intangible assets 11,394 10,007 11,420 Impairment of definite life intangible assets - - 1,431 Write-down on disposal of Ting Mobile customer assets - - 3,513 Interest expense, net 14,456 4,617 3,611 Accretion of contingent liability 248 383 344 Stock-based compensation 7,599 4,592 3,718 Unrealized loss (gain) on change in fair value of foreign currency forward contracts - 606 (500 ) Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities 281 219 461 Acquisition and other costs 1 2,660 2,706 1,962 Adjusted EBITDA $ 37,590 $ 48,821 $ 50,973 1 January 2020 November 2021 August 2020. (b) The following is a summary of the Company’s cost of revenues from each significant revenue stream (Dollar amounts in thousands of US dollars): 2022 2021 2020 Ting: Fiber Internet Services $ 17,004 $ 12,035 $ 6,856 Wavelo: Platform Services 1,294 504 183 Other professional services 1,632 804 - Total Wavelo 2,926 1,308 183 Tucows Domains: Wholesale Domain Services 147,894 147,213 146,788 Value Added Services 2,514 2,544 3,016 Total Wholesale 150,408 149,757 149,804 Retail 16,482 17,731 17,647 Total Tucows Domains 166,890 167,488 167,451 Tucows Corporate: Mobile Services and eliminations 9,448 12,208 25,911 Network Expenses: Network, other costs 17,433 14,769 10,194 Network, depreciation and amortization costs 29,101 18,035 13,484 Network, impairment 92 201 1,638 Total Network Expenses 46,626 33,005 25,316 $ 242,894 $ 226,044 $ 225,717 (c) The following is a summary of the Company’s property and equipment by geographic region (Dollar amounts in thousands of US dollars): December 31, 2022 December 31, 2021 Canada $ 1,240 $ 1,994 United States 280,219 170,630 Europe 36 38 $ 281,495 $ 172,662 (d) The following is a summary of the Company’s amortizable intangible assets by geographic region (Dollar amounts in thousands of US dollars): December 31, 2022 December 31, 2021 Canada $ 2,736 $ 1,386 United States 24,770 36,732 $ 27,506 $ 38,118 (e) The following is a summary of the Company’s deferred tax asset, net of valuation allowance, by geographic region (Dollar amounts in thousands of US dollars): December 31, 2022 December 31, 2021 Canada $ - $ 22 $ - $ 22 (f) 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 Year Ended December 31, 2022 $ 541 $ 152 $ - $ 693 Year Ended December 31, 2021 $ 222 $ 319 $ - $ 541 |
Note 21 - Subsequent events
Note 21 - Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 21. a 2023 On February 9, 2023, $40 February 10, 2023 February 9, 2024. February 11, 2022 February 10, 2023 2019 2.00:1. b. Issuance of Preferred Units by Ting Fiber, LLC On January 30, 2023, c. 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 |
Note 2 - Significant Accounti_2
Note 2 - Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Depreciation Rates [Table Text Block] | Rate Asset Computer equipment 30% Computer software 33 1/3 - 100% Furniture and equipment 20% Vehicles and tools 20% Fiber network (years) 15 Customer equipment and installations (years) 3 Leasehold improvements Over term of lease Capitalized internal use software (years) 3 7 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | (in years) Technology 2 - 7 Brand 7 Customer relationships 3 - 7 Network rights 15 |
Note 3 - Acquisitions (Tables)
Note 3 - Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Cash Consideration, including working capital adjustment $ 2,499 Total purchase price 2,499 Accounts Receivables, net 538 Other current assets 23 Technology 3,039 Total identifiable assets 3,600 Accounts payable and accrued labilities 1,101 Total liabilities assumed 1,101 Total net assets (liabilities) assumed 2,499 Total goodwill $ - Cash Consideration, including working capital adjustment $ 24,829 Fair value of contingent payments 953 Total purchase price 25,782 Cash and Cash Equivalents 801 Accounts Receivables, net 87 Other current assets 759 Property and equipment 1,684 Right of use operating lease 1,804 Customer relationships 9,160 Total identifiable assets 14,295 Accounts payable and accrued labilities 307 Deferred tax liability 20 Operating lease liability 1,794 Other liabilities 498 Total liabilities assumed 2,619 Total net assets (liabilities) assumed 11,676 Total goodwill $ 14,106 |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, December 31, 2022 2021 Computer equipment $ 43,440 $ 34,465 Computer software 1,935 1,921 Capitalized internal use software 25,172 10,660 Furniture and equipment 1,708 1,418 Vehicles and tools 9,144 6,569 Fiber network 168,587 109,500 Customer equipment and installations 36,382 22,027 Land 1,109 1,123 Buildings 8,864 9,096 Assets under construction 62,588 29,414 Leasehold improvements 624 548 359,553 226,741 Less: Accumulated depreciation 78,058 54,079 $ 281,495 $ 172,662 |
Schedule of Depreciation [Table Text Block] | Year Ended December 31, Year Ended December 31, Year Ended December 31, 2022 2021 2020 Depreciation of property and equipment $ 28,187 $ 17,986 $ 12,632 |
Note 5 - Goodwill and Other I_2
Note 5 - Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | Ting Wavelo Tucows Domains Total Balances, December 31, 2020 $ 8,618 $ - $ 107,686 $ 116,304 Simply Bits, LLC acquisition 14,106 - - 14,106 Balances, December 31, 2021 $ 22,724 $ - $ 107,686 $ 130,410 Balances, December 31, 2022 $ 22,724 $ - $ 107,686 $ 130,410 |
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, 2020 $ 11,157 $ 1,135 $ 7,021 $ 26,664 $ 274 $ 1,193 $ 47,444 Simply Bits acquisition - - - 9,160 - - 9,160 Uniregistry acquisition - - - - 3,039 - 3,039 Acquisition of customer relationship - - - 224 - - 224 Acquisition of brand - - 59 - - - 59 Acquisition of technology - - - - 491 - 491 Additions to/(disposals from) domain portfolio, net (1 ) - - - - - (1 ) Amortization expense - - (2,070 ) (7,414 ) (412 ) (111 ) (10,007 ) Balances December 31, 2021 $ 11,156 $ 1,135 $ 5,010 $ 28,634 $ 3,392 $ 1,082 50,409 Acquisition of customer relationship - - - 782 - - 782 Additions to/(disposals from) domain portfolio, net (1 ) (6 ) - - - - (7 ) Amortization expense - - (2,070 ) (8,603 ) (622 ) (99 ) (11,394 ) Balances December 31, 2022 $ 11,155 $ 1,129 $ 2,940 $ 20,813 $ 2,770 $ 983 $ 39,790 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year ending December 31, 2023 $ 10,375 2024 5,411 2025 4,205 2026 2,648 2027 1,616 Thereafter 3,251 Total $ 27,506 |
Note 6 - Fair Value Measureme_2
Note 6 - Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | 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 December 31, 2021 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 452 $ - $ 452 Total Assets, net $ - $ 452 $ - $ 452 |
Note 7 - Derivative Instrumen_2
Note 7 - Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 January - March 2023 15,132 1.3283 (270 ) April - June 2023 13,074 1.3385 (119 ) July - September 2023 11,332 1.3633 113 October - December 2023 10,150 1.3744 192 $ 49,688 1.3484 $ (84 ) |
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 December 31, 2022 Fair Value Asset As of December 31, 2021 Fair Value Asset Foreign Currency forward contracts designated as cash flow hedges (net) Derivative instruments $ (84 ) $ 62 Interest rate swap contract designated as a cash flow hedge (net) Derivative instruments 1,598 390 Foreign Currency forward contracts not designated as cash flow hedges (net) Derivative instruments - - Total foreign currency forward contracts and interest rate swaps (net) Derivative instruments $ 1,514 $ 452 |
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, 2021 $ 450 $ (107 ) $ 343 Other comprehensive income (loss) before reclassifications 550 (132 ) 418 Amount reclassified from AOCI 793 (193 ) 600 Amortization of discontinued cash flow hedge (761 ) 184 (577 ) Other comprehensive income (loss) for the year ended December 31, 2022 582 (141 ) 441 Ending AOCI Balance - December 31, 2022 $ 1,032 $ (248 ) $ 784 Gains and losses on cash flow hedges Tax impact Total AOCI Opening AOCI balance - December 31, 2020 $ 3,038 $ (702 ) $ 2,336 Other comprehensive income (loss) before reclassifications 794 (222 ) 572 Amount reclassified from AOCI (3,382 ) 817 (2,565 ) Other comprehensive income (loss) for the year ended December 31, 2021 (2,588 ) 595 (1,993 ) Ending AOCI Balance - December 31, 2021 $ 450 $ (107 ) $ 343 Gains and losses on cash flow hedges Tax impact Total AOCI Opening AOCI balance - December 31, 2019 $ 625 $ (152 ) $ 473 Other comprehensive income (loss) before reclassifications 2,142 (489 ) 1,653 Amount reclassified from AOCI 271 (61 ) 210 Other comprehensive income (loss) for the year ended December 31, 2020 2,413 (550 ) 1,863 Ending AOCI Balance - December 31, 2020 $ 3,038 $ (702 ) $ 2,336 |
Derivative Instruments, Gain (Loss) [Table Text Block] | 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 $ (691 ) Foreign currency forward contracts for the year ended December 31, 2022 $ (1,014 ) Cost of revenues $ (171 ) Interest rate swap contract for the year ended December 31, 2022 $ 1,430 Interest expense, net $ 69 Operating expenses $ 2,652 Foreign currency forward contracts for the year ended December 31, 2021 $ (2,203 ) Cost of revenues $ 615 Interest rate swap contract for the year ended December 31, 2021 $ (210 ) Interest expense, net $ 115 Operating expenses $ (188 ) Foreign currency forward contracts for the year ended December 31, 2020 $ 2,026 Cost of revenues $ (66 ) Interest rate swap contract for the year ended December 31, 2020 $ (163 ) Interest expense, net $ (17 ) |
Derivatives Not Designated as Hedging Instruments [Table Text Block] | Year Ended December 31, Forward currency contracts not designated as hedges: 2022 2021 2020 Gain (loss) on settlement $ - $ 883 $ (117 ) Gain (loss) on change in fair value - (606 ) 500 $ - $ 277 $ 383 Year Ended December 31, Interest rate swap contracts not designated as hedges: 2022 2021 2020 Gain (loss) on matured swaps $ 777 $ - $ - Gain (loss) on change in fair value on unsettled swaps (281 ) - - $ 496 $ - $ - |
Note 8 - Loan Payable (Tables)
Note 8 - Loan Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 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 % 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 % Standby fees 0.30 % 0.35 % 0.45 % 0.50 % 0.55 % 0.60 % |
Schedule of Debt [Table Text Block] | December 31, 2022 December 31, 2021 Revolver $ 239,700 $ 191,400 Less: unamortized debt discount and issuance costs (770 ) (652 ) Total loan payable 238,930 190,748 Less: loan payable, current portion - - Loan payable, long-term portion $ 238,930 $ 190,748 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | 2023 - 2024 239,700 $ 239,700 |
Note 9 - Income Taxes (Tables)
Note 9 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year ended December 31, 2022 2021 2020 Income (loss) for the year before provision for income taxes $ (27,788 ) $ 7,270 $ 10,760 Computed federal tax expense (5,836 ) 1,527 2,259 Increase (decrease) in income tax expense resulting from: State income taxes 845 314 303 Foreign earnings 386 382 (175 ) Changes in valuation allowance 4,023 2,300 1,867 Expired business tax credits - - 1,044 Shortfall (excess) tax benefits on share-based compensation 138 (1,556 ) (407 ) Permanent differences (112 ) 205 (161 ) Others 339 734 255 Provision (recovery) for income taxes $ (217 ) $ 3,906 $ 4,985 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2022 December 31, 2021 Deferred tax assets: Foreign tax credits $ 17,554 $ 13,531 Deferred revenue 5,349 5,694 Net operating losses 2,468 537 Interest limitation 1,047 - Amortization 379 - Accruals, including foreign exchange and other 3,909 2,991 Total deferred tax assets 30,706 22,753 Valuation allowance (17,554 ) (13,531 ) Total deferred tax assets $ 13,152 $ 9,222 Deferred tax liabilities: Prepaid registry fees and expenses $ (17,941 ) $ (18,165 ) Investment in partnership (6,727 ) Amortization - (6,578 ) Indefinite life intangible assets (2,968 ) (3,229 ) Limited life intangible assets (629 ) (2,969 ) Foreign branch deferred tax liabilities (607 ) (828 ) Total deferred tax liability $ (28,872 ) $ (31,769 ) Net deferred tax assets (liabilities) $ (15,720 ) $ (22,547 ) |
Note 10 - Revenue (Tables)
Note 10 - Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | 2022 2021 2020 Ting: Fiber Internet Services $ 42,425 $ 25,327 $ 17,151 Wavelo: Platform Services 22,594 13,031 1,839 Other professional services 1,750 3,750 - Total Wavelo 24,344 16,781 1,839 Tucows Domains: Wholesale Domain Services 187,542 189,091 186,893 Value Added Services 20,712 20,942 18,526 Total Wholesale 208,254 210,033 205,419 Retail 34,904 35,543 36,835 Total Tucows Domains 243,158 245,576 242,254 Tucows Corporate: Mobile Services and eliminations 11,215 16,653 49,958 $ 321,142 $ 304,337 $ 311,202 |
Schedule of Cost of Revenues by Revenue Stream [Table Text Block] | 2022 2021 2020 Ting: Fiber Internet Services $ 17,004 $ 12,035 $ 6,856 Wavelo: Platform Services 1,294 504 183 Other professional services 1,632 804 - Total Wavelo 2,926 1,308 183 Tucows Domains: Wholesale Domain Services 147,894 147,213 146,788 Value Added Services 2,514 2,544 3,016 Total Wholesale 150,408 149,757 149,804 Retail 16,482 17,731 17,647 Total Tucows Domains 166,890 167,488 167,451 Tucows Corporate: Mobile Services and eliminations 9,448 12,208 25,911 Network Expenses: Network, other costs 17,433 14,769 10,194 Network, depreciation and amortization costs 29,101 18,035 13,484 Network, impairment 92 201 1,638 Total Network Expenses 46,626 33,005 25,316 $ 242,894 $ 226,044 $ 225,717 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | Year ended December 31, 2022 Balance, beginning of period $ 147,793 Deferred revenue 257,127 Recognized revenue (259,789 ) Balance, end of period $ 145,131 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | December 31, 2022 202 3 $ 120,083 202 4 10,033 202 5 4,715 202 6 2,871 202 7 1,781 Thereaft e 2,837 Total $ 142,320 |
Note 11 - Costs to Obtain and_2
Note 11 - Costs to Obtain and Fulfill a Contract (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Capitalized Contract Cost [Table Text Block] | Year ended December 31, 2022 Balance, beginning of period $ 1,079 Capitalization of costs 1,494 Amortization of costs (746 ) Balance, end of period $ 1,827 Year ended December 31, 2022 Balance, beginning of period $ 112,711 Deferral of costs 169,457 Recognized costs (171,494 ) Balance, end of period $ 110,674 |
Note 12 - Leases (Tables)
Note 12 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Year Ended Year Ended December 31, 2022 December 31, 2021 Operating Lease Cost (leases with a total term greater than 12 months) $ 4,200 $ 2,840 Short-term Lease Cost (leases with a total term of 12 months or less) 244 117 Variable Lease Cost 1,223 763 Total Lease Cost $ 5,667 $ 3,720 Year Ended Year Ended Supplemental cashflow information: December 31, 2022 December 31, 2021 Operating Lease - Operating Cash Flows (Fixed Payments) $ 4,896 $ 5,120 Operating Lease - Operating Cash Flows (Liability Reduction) $ 3,984 $ 2,468 New ROU Assets - Operating Leases $ 6,726 $ 9,032 Supplemental balance sheet information related to leases: December 31, 2022 December 31, 2021 Weighted Average Discount Rate 4.14 % 3.09 % Weighted Average Remaining Lease Term 6.56 yrs 7.74 yrs |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | December 31, 2022 2023 $ 5,198 2024 4,657 2025 3,186 2026 1,669 2027 951 Thereafter 3,218 Total future lease payments 18,879 Less interest 1,799 Total $ 17,080 |
Note 13 - Redeemable Preferre_2
Note 13 - Redeemable Preferred Shares (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Financial Instruments Subject to Mandatory Redemption Disclosure [Table Text Block] | December 31, 2022 December 31, 2021 Opening Balance $ - $ - Add: Funding at Transaction Close 60,000 Add: Milestone Funding 27,500 Add: Accretion of redeemable preferred shares 3,896 Less: Deferred Preferred Financing Costs (962 ) - Total Redeemable Preferred Shares $ 90,434 $ - |
Mandatorily Redeemable Capital Stock [Table Text Block] | 2023 $ - 2024 6,882 2025 17,691 2026 17,691 2027 and thereafter 144,822 $ 187,086 |
Note 14 - Common Shares (Tables
Note 14 - Common Shares (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Share Repurchases [Table Text Block] | Year Ended December 31, 2022 2021 2020 Common stock repurchased on the open market or through tender offer Number of shares - - 70,238 Aggregate market value of shares (in thousands) $ - $ - $ 3,281 Average price per share $ - $ - $ 46.70 Common stock received in connection with share-based compensation Number of shares 3,053 45,824 48,013 Aggregate market value of shares (in thousands) $ 197 $ 3,669 $ 2,957 Average price per share $ 64.67 $ 80.07 $ 61.58 |
Note 15 - Stock Option Plans (T
Note 15 - Stock Option Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Year Ended December 31, 2022 2021 2020 Volatility 34.9 % 35.7 % 39.0 % Risk-free interest rate 3.4 % 0.8 % 1.8 % Expected life (in years) 4.60 4.60 4.54 Dividend yield 0.0 % 0.0 % 0.0 % The weighted average grant date fair value for options issued, with the exercise price equal to market value on the date of grant $ 14.93 $ 24.83 $ 19.98 Year Ended December 31, 2022 2021 2020 Volatility 40.7 % N/A N/A Risk-free interest rate 4.4 % N/A N/A Expected life (in years) 4.16 N/A N/A Dividend yield 0.0 % N/A N/A The weighted average grant date fair value for options issued, with the exercise price equal to fair value of subsidiary shares on the date of grant $ 0.49 N/A N/A |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 904,151 $ 64.36 845,020 $ 55.31 754,497 $ 49.94 Granted 262,980 42.15 282,625 79.30 239,325 61.21 Exercised (40,459 ) 31.95 (179,321 ) 45.04 (113,132 ) 30.53 Forfeited (55,234 ) 68.11 (41,240 ) 65.72 (26,468 ) 60.29 Expired (34,690 ) 58.92 (2,933 ) 60.70 (9,202 ) 58.96 Outstanding, end of period 1,036,748 59.97 904,151 64.36 845,020 55.31 Options exercisable, end of period 520,679 $ 62.74 415,925 $ 56.44 401,345 $ 49.21 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period - $ - N/A N/A N/A N/A Granted 15,975,528 1.27 N/A N/A N/A N/A Exercised - - N/A N/A N/A N/A Forfeited - - N/A N/A N/A N/A Expired - - N/A N/A N/A N/A Outstanding, end of period 15,975,528 1.27 N/A N/A N/A N/A Options exercisable, end of period - $ - N/A N/A N/A N/A |
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 $30.70 - $30.74 20,000 $ 30.71 6.9 $ 64 - $ - - $ - $40.04 - $48.00 236,830 42.37 6.1 - 7,000 47.29 2.1 - $51.82 - $59.98 198,508 55.72 1.7 - 192,958 55.72 1.6 - $60.01 - $68.41 316,485 62.08 3.6 - 222,878 62.67 3.3 - $70.13 - $79.51 248,425 78.41 5.2 - 90,906 77.59 4.9 - $80.61 - $82.07 16,500 81.27 5.8 - 6,937 81.60 5.8 - 1,036,748 $ 59.97 4.3 $ 64 520,679 $ 62.74 3.0 $ - 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 $0.00 - $1.27 15,975,528 $ 1.27 6.9 $ - $ - $ - - $ - 15,975,528 $ 1.27 6.9 $ - $ - $ - - $ - |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Year Ended December 31, 2022 2021 2020 Network expenses $ 399 $ 531 $ 472 Sales and marketing 1,498 1,941 1,678 Technical operations and development 545 824 756 General and administrative 3,337 1,296 812 $ 5,779 $ 4,592 $ 3,718 Year Ended December 31, 2022 2021 2020 Network expenses $ 104 $ - $ - Sales and marketing 508 - - Technical operations and development 407 - - General and administrative 801 - - $ 1,820 $ - $ - |
Note 17 - Other Income (Expen_2
Note 17 - Other Income (Expenses) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | For the twelve months ended 2022 2021 2020 Write-down of Ting Mobile intangible assets $ - $ - $ (2,581 ) Write-down of Ting Mobile contract costs - - (932 ) Income earned on sale of Transferred Assets 18,507 20,030 11,125 Income earned on sale of Ting customer assets $ 18,507 $ 20,030 $ 7,612 |
Note 18 - Earnings Per Common_2
Note 18 - Earnings Per Common Share: (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year ended December 31, 2022 2021 2020 Numerator for basic and diluted earnings per common share: Net income for the period $ (27,571 ) $ 3,364 $ 5,775 Denominator for basic and diluted earnings per common share: Basic weighted average number of common shares outstanding 10,769,280 10,662,337 10,590,684 Effect of outstanding stock options - 155,132 101,597 Diluted weighted average number of shares outstanding 10,769,280 10,817,468 10,692,281 Basic earnings per common share $ (2.56 ) $ 0.32 $ 0.55 Diluted earnings per common share $ (2.56 ) $ 0.31 $ 0.54 |
Note 19 - Commitments and Con_2
Note 19 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Contractual Obligation, Fiscal Year Maturity [Table Text Block] | Contractual Obligations for the year ending December 31, Contractual Lease Obligations Debt Obligations Redeemable preferred share financing Obligations Capital Purchase Obligations Purchase Obligations (1) Total Obligations 2023 $ 5,198 $ - $ - $ 35,082 $ 13,947 $ 54,227 2024 4,657 239,700 6,882 - 16,489 267,728 2025 3,186 - 17,691 - 15,266 36,143 2026 1,669 - 17,691 - 2,394 21,754 2027 951 - 17,691 - 722 19,364 Thereafter 3,218 - 127,131 - 3,446 133,795 $ 18,879 $ 239,700 $ 187,086 $ 35,082 $ 52,264 $ 533,011 |
Note 20 - Segment Reporting (Ta
Note 20 - Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Condensed Income Statement [Table Text Block] | Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals Year Ended December 31, 2022 Net Revenues External Revenues $ 42,425 $ 23,632 $ 243,158 $ 11,927 $ 321,142 Intersegment Revenues - 712 - (712 ) - Total Net Revenues 42,425 24,344 243,158 11,215 321,142 Direct cost of revenues 17,004 2,926 166,890 9,448 196,268 Segment Gross Margin 25,421 21,418 76,268 1,767 124,874 Network, other costs 17,433 Network, depreciation of property and equipment 27,589 Network, amortization of intangible assets 1,512 Network, impairment of property and equipment 92 Gross profit 78,248 Expenses: Sales and marketing 53,937 Technical operations and development 14,187 General and administrative 30,845 Depreciation of property and equipment 598 Loss on disposition of property and equipment 461 Amortization of intangible assets 9,882 Loss (gain) on currency forward contracts - Total expenses 109,910 Income (Loss) from operations (31,662 ) Other income (expenses): Interest expense, net (14,456 ) Income earned on sale of transferred assets, net 18,507 Other expense, net (177 ) Total other income (expenses) 3,874 Income (Loss) before provision for income taxes $ (27,788 ) Adjusted EBITDA $ (21,557 ) $ 3,875 $ 44,834 $ 10,438 $ 37,590 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals Year Ended December 31, 2021 Net Revenues External Revenues $ 25,327 $ 16,781 $ 245,576 $ 16,653 $ 304,337 Intersegment Revenues - - - - - Total Net Revenues 25,327 16,781 245,576 16,653 304,337 Direct cost of revenues 12,035 1,308 167,488 12,208 193,039 Segment Gross Margin 13,292 15,473 78,088 4,445 111,298 Network, other costs 14,769 Network, depreciation of property and equipment 17,452 Network, amortization of intangible assets 583 Network, impairment of property and equipment 201 Gross profit 78,293 Expenses: Sales and marketing 39,471 Technical operations and development 14,310 General and administrative 22,370 Depreciation of property and equipment 534 Loss (gain) on disposition of property and equipment 234 Amortization of intangible assets 9,424 Impairment of definite life intangible assets (277 ) Gain on currency forward contracts - Total expenses 86,066 Income (Loss) from operations (7,773 ) Other income (expenses): Interest expense, net (4,617 ) Gain on sale of Ting customer assets, net 20,030 Other expense, net (370 ) Total other income (expenses) 15,043 Income (Loss) before provision for income taxes $ 7,270 Adjusted EBITDA $ (18,778 ) $ 7,334 $ 47,765 $ 12,500 $ 48,821 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals Year Ended December 31, 2020 Net Revenues External Revenues $ 17,151 $ 1,839 $ 242,254 $ 49,958 $ 311,202 Intersegment Revenues - - - - - Total Net Revenues 17,151 1,839 242,254 49,958 311,202 Direct cost of revenues 6,856 183 167,451 25,911 200,401 Segment Gross Margin 10,295 1,656 74,803 24,047 110,801 Network, other costs 10,194 Network, depreciation of property and equipment 12,144 Network, amortization of intangible assets 1,340 Network, impairment of property and equipment 1,638 Gross profit 85,485 Expenses: Sales and marketing 34,274 Technical operations and development 12,427 General and administrative 20,268 Depreciation of property and equipment 488 Loss (gain) on disposition of property and equipment (17 ) Amortization of intangible assets 10,080 Impairment of definite life intangible assets 1,431 Gain on currency forward contracts (383 ) Total expenses 78,568 Income (Loss) from operations 6,917 Other income (expenses): Interest expense, net (3,611 ) Gain on sale of Ting customer assets, net 7,612 Other expense, net (158 ) Total other income (expenses) 3,843 Income (Loss) before provision for income taxes $ 10,760 Adjusted EBITDA $ (6,349 ) $ (5,381 ) $ 46,158 $ 16,545 $ 50,973 Reconciliation of Income before Provision for Income Taxes to Adjusted EBITDA Twelve months ended December 31, (In Thousands of US Dollars) 2022 2021 2020 Net Income for the period $ (27,571 ) $ 3,364 $ 5,775 Less: Provision for income taxes (217 ) 3,906 4,985 Depreciation of property and equipment 28,187 17,986 12,632 Impairment and loss on disposition of property and equipment 553 435 1,621 Amortization of intangible assets 11,394 10,007 11,420 Impairment of definite life intangible assets - - 1,431 Write-down on disposal of Ting Mobile customer assets - - 3,513 Interest expense, net 14,456 4,617 3,611 Accretion of contingent liability 248 383 344 Stock-based compensation 7,599 4,592 3,718 Unrealized loss (gain) on change in fair value of foreign currency forward contracts - 606 (500 ) Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities 281 219 461 Acquisition and other costs 1 2,660 2,706 1,962 Adjusted EBITDA $ 37,590 $ 48,821 $ 50,973 |
Summary of Cost of Revenues from Each Significant Revenue Stream By Segment [Table Text Block] | 2022 2021 2020 Ting: Fiber Internet Services $ 17,004 $ 12,035 $ 6,856 Wavelo: Platform Services 1,294 504 183 Other professional services 1,632 804 - Total Wavelo 2,926 1,308 183 Tucows Domains: Wholesale Domain Services 147,894 147,213 146,788 Value Added Services 2,514 2,544 3,016 Total Wholesale 150,408 149,757 149,804 Retail 16,482 17,731 17,647 Total Tucows Domains 166,890 167,488 167,451 Tucows Corporate: Mobile Services and eliminations 9,448 12,208 25,911 Network Expenses: Network, other costs 17,433 14,769 10,194 Network, depreciation and amortization costs 29,101 18,035 13,484 Network, impairment 92 201 1,638 Total Network Expenses 46,626 33,005 25,316 $ 242,894 $ 226,044 $ 225,717 |
Schedule of Property Plant and Equipment by Geographic Region [Table Text Block] | December 31, 2022 December 31, 2021 Canada $ 1,240 $ 1,994 United States 280,219 170,630 Europe 36 38 $ 281,495 $ 172,662 |
Schedule of Acquired Intangible Assets by Major Class [Table Text Block] | December 31, 2022 December 31, 2021 Canada $ 2,736 $ 1,386 United States 24,770 36,732 $ 27,506 $ 38,118 |
Schedule of Deferred Tax Asset Net By Geographic Region [Table Text Block] | December 31, 2022 December 31, 2021 Canada $ - $ 22 $ - $ 22 |
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 Year Ended December 31, 2022 $ 541 $ 152 $ - $ 693 Year Ended December 31, 2021 $ 222 $ 319 $ - $ 541 |
Note 2 - Significant Accounti_3
Note 2 - Significant Accounting Policies (Details Textual) | 12 Months Ended |
Dec. 31, 2022 | |
Number of Operating Segments | 3 |
Minimum [Member] | |
Finite-Lived Intangible Asset, Useful Life (Year) | 2 years |
Maximum [Member] | |
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years |
Capitalized Internal Use Software [Member] | Minimum [Member] | |
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years |
Capitalized Internal Use Software [Member] | Maximum [Member] | |
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years |
Note 2 - Significant Accounti_4
Note 2 - Significant Accounting Policies - Summary of Property, Plant and Equipment Depreciation Rates (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum [Member] | |
Fiber network (years) (Year) | 2 years |
Maximum [Member] | |
Fiber network (years) (Year) | 15 years |
Computer Equipment [Member] | |
Depreciation Rate | 30% |
Computer Software [Member] | Maximum [Member] | |
Depreciation Rate | 100% |
Furniture and Fixtures [Member] | |
Depreciation Rate | 20% |
Vehicles and Tools [Member] | |
Depreciation Rate | 20% |
Fiber Network [Member] | |
Fiber network (years) (Year) | 15 years |
Customer Equipment and Installations [Member] | |
Fiber network (years) (Year) | 3 years |
Capitalized Internal Use Software [Member] | Minimum [Member] | |
Fiber network (years) (Year) | 3 years |
Capitalized Internal Use Software [Member] | Maximum [Member] | |
Fiber network (years) (Year) | 7 years |
Note 2 - Significant Accounti_5
Note 2 - Significant Accounting Policies - Intangible Asset Useful Life (Details) | Dec. 31, 2022 |
Minimum [Member] | |
Intangible Asset Useful Life (Year) | 2 years |
Maximum [Member] | |
Intangible Asset Useful Life (Year) | 15 years |
Technology-Based Intangible Assets [Member] | Minimum [Member] | |
Intangible Asset Useful Life (Year) | 2 years |
Technology-Based Intangible Assets [Member] | Maximum [Member] | |
Intangible Asset Useful Life (Year) | 7 years |
Brand [Member] | |
Intangible Asset Useful Life (Year) | 7 years |
Customer Relationships [Member] | Minimum [Member] | |
Intangible Asset Useful Life (Year) | 3 years |
Customer Relationships [Member] | Maximum [Member] | |
Intangible Asset Useful Life (Year) | 7 years |
Network Rights [Member] | |
Intangible Asset Useful Life (Year) | 15 years |
Note 3 - Acquisitions (Details
Note 3 - Acquisitions (Details Textual) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||
Jan. 03, 2023 USD ($) | Nov. 08, 2021 USD ($) | Oct. 01, 2021 USD ($) | Jan. 01, 2020 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (400) | $ 0 | $ 0 | ||||||
Payment for Contingent Consideration Liability, Financing Activities | $ 3,125 | $ 0 | $ 0 | ||||||
Minimum [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 2 years | 2 years | |||||||
Maximum [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | 15 years | |||||||
UNR [Member] | |||||||||
Asset Acquisition, Consideration Transferred, Total | $ 3,000 | ||||||||
Asset Acquisition, Consideration Transferred, Working Capital Liabilities | 500 | ||||||||
Asset Acquisition, Consideration Transferred, Net of Price Adjustments | $ 2,500 | ||||||||
Customer Relationships [Member] | Minimum [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | 3 years | |||||||
Customer Relationships [Member] | Maximum [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years | 7 years | |||||||
Network Rights [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | 15 years | |||||||
Technology [Member] | UNR [Member] | Minimum [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 5 years | ||||||||
Technology [Member] | UNR [Member] | Maximum [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years | ||||||||
Cedar Technologies Inc. [Member] | |||||||||
Business Combination, Consideration Transferred, Total | $ 14,100 | ||||||||
Business Combination, Consideration Transferred, Estimated Price Adjustments | 200 | ||||||||
Business Combination, Consideration Transferred, Net of Price Adjustments | 13,900 | ||||||||
Payments to Acquire Businesses, Gross | $ 9,000 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 32,374 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,000 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 4,000 | ||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (400) | ||||||||
Business Combination, Contingent Consideration, Liability, Total | $ 3,100 | ||||||||
Cedar Technologies Inc. [Member] | Customer Relationships [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years | ||||||||
Cedar Technologies Inc. [Member] | Network Rights [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | ||||||||
Cedar Technologies Inc. [Member] | Subsequent Event [Member] | |||||||||
Payment for Contingent Consideration Liability, Financing Activities | $ 1,600 | ||||||||
Cedar Technologies Inc. [Member] | Measurement Input, Discount Rate [Member] | |||||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.112 | ||||||||
Simply Bits LLC [Member] | |||||||||
Business Combination, Consideration Transferred, Total | $ 24,829 | ||||||||
Business Combination, Consideration Transferred, Estimated Price Adjustments | $ 800 | ||||||||
Business Combination, Consideration Transferred, Net of Price Adjustments | 25,782 | $ 25,800 | |||||||
Business Combination, Contingent Consideration, Liability, Total | $ 1,000 | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||||||||
Business Combination, Contingent Consideration Arrangements, Payment Period (Day) | 60 days |
Note 3 - Acquisitions - Prelimi
Note 3 - Acquisitions - Preliminary Purchase Consideration (Details) - USD ($) $ in Thousands | 2 Months Ended | ||||
Nov. 08, 2021 | Oct. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Total goodwill | $ 130,410 | $ 130,410 | $ 116,304 | ||
UNR [Member] | |||||
Cash Consideration, including working capital adjustment | $ 2,499 | ||||
Asset Acquisition, Consideration Transferred, Net of Price Adjustments | 2,499 | ||||
Accounts Receivables, net | 538 | ||||
Other current assets | 23 | ||||
Technology | 3,039 | ||||
Total identifiable assets | 3,600 | ||||
Accounts payable and accrued labilities | 1,101 | ||||
Total liabilities assumed | 1,101 | ||||
Total net assets (liabilities) assumed | 2,499 | ||||
Total goodwill | $ 0 | ||||
Simply Bits LLC [Member] | |||||
Total goodwill | $ 14,106 | ||||
Business Combination, Consideration Transferred, Total | 24,829 | ||||
Fair value of contingent payments | 953 | ||||
Total purchase price | 25,782 | $ 25,800 | |||
Cash and Cash Equivalents | 801 | ||||
Accounts Receivables, net | 87 | ||||
Other current assets | 759 | ||||
Property and equipment | 1,684 | ||||
Right of use operating lease | 1,804 | ||||
Finite-Lived Intangibles | 9,160 | ||||
Total identifiable assets | 14,295 | ||||
Accounts payable and accrued labilities | 307 | ||||
Deferred tax liability | 20 | ||||
Operating lease liability | 1,794 | ||||
Other liabilities | 498 | ||||
Total liabilities assumed | 2,619 | ||||
Total net assets (liabilities) assumed | $ 11,676 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment, Fully Depreciated Writedown | $ 0.1 | $ 0.2 | $ 1.6 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, plant and equipment, gross | $ 359,553 | $ 226,741 |
Accumulated depreciation | 78,058 | 54,079 |
Property, plant and equipment, net | 281,495 | 172,662 |
Computer Equipment [Member] | ||
Property, plant and equipment, gross | 43,440 | 34,465 |
Computer Software [Member] | ||
Property, plant and equipment, gross | 1,935 | 1,921 |
Capitalized Internal Use Software [Member] | ||
Property, plant and equipment, gross | 25,172 | 10,660 |
Furniture and Fixtures [Member] | ||
Property, plant and equipment, gross | 1,708 | 1,418 |
Vehicles and Tools [Member] | ||
Property, plant and equipment, gross | 9,144 | 6,569 |
Fiber Network [Member] | ||
Property, plant and equipment, gross | 168,587 | 109,500 |
Customer Equipment and Installations [Member] | ||
Property, plant and equipment, gross | 36,382 | 22,027 |
Land [Member] | ||
Property, plant and equipment, gross | 1,109 | 1,123 |
Building [Member] | ||
Property, plant and equipment, gross | 8,864 | 9,096 |
Asset under Construction [Member] | ||
Property, plant and equipment, gross | 62,588 | 29,414 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | $ 624 | $ 548 |
Note 4 - Property and Equipme_5
Note 4 - Property and Equipment - Depreciation of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation of property and equipment | $ 28,187 | $ 17,986 | $ 12,632 |
Note 5 - Goodwill and Other I_3
Note 5 - Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill, Ending Balance | $ 130,410 | $ 130,410 | $ 116,304 | |
Goodwill, Impairment Loss | $ 0 | 0 | ||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | 0 | |||
Impairment of Intangible Assets, Finite-Lived | $ 0 | $ 0 | 1,431 | |
Customer Assets and Domain Names [Member] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years | |||
Customer Relationship [Member] | ||||
Impairment of Intangible Assets, Finite-Lived | $ 1,400 | |||
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% |
Note 5 - Goodwill and Other I_4
Note 5 - Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Total goodwill | $ 130,410 | $ 130,410 | $ 116,304 |
acquisitions | 14,106 | ||
Ting [Member] | |||
Total goodwill | 22,724 | 22,724 | 8,618 |
acquisitions | 14,106 | ||
Wavelo [Member] | |||
Total goodwill | 0 | 0 | 0 |
acquisitions | 0 | ||
Tucows Domains [Member] | |||
Total goodwill | 107,686 | $ 107,686 | $ 107,686 |
acquisitions | $ 0 |
Note 5 - Goodwill and Other I_5
Note 5 - Goodwill and Other Intangible Assets - Acquired Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Balances | $ 50,409 | $ 47,444 | |
Additions to/(disposals from) domain portfolio, net | (7) | (1) | $ (17) |
Amortization expense | (11,394) | (10,007) | (11,420) |
Balances | 39,790 | 50,409 | 47,444 |
Simply Bits [Member] | |||
Acquisition | 9,160 | ||
Acquisition | 9,160 | ||
Uniregistry [Member] | |||
Acquisition | 3,039 | ||
Acquisition | 3,039 | ||
Customer Relationship [Member] | |||
Acquisition | 782 | 224 | |
Acquisition | 782 | 224 | |
Brand [Member] | |||
Acquisition | 59 | ||
Acquisition | 59 | ||
Technology [Member] | |||
Acquisition | 491 | ||
Acquisition | 491 | ||
Brand [Member] | |||
Balances | 5,010 | 7,021 | |
Additions to/(disposals from) domain portfolio, net | 0 | 0 | |
Amortization expense | (2,070) | (2,070) | |
Balances | 2,940 | 5,010 | 7,021 |
Customer Relationships [Member] | |||
Balances | 28,634 | 26,664 | |
Additions to/(disposals from) domain portfolio, net | 0 | 0 | |
Amortization expense | (8,603) | (7,414) | |
Balances | 20,813 | 28,634 | 26,664 |
Technology-Based Intangible Assets [Member] | |||
Balances | 3,392 | 274 | |
Additions to/(disposals from) domain portfolio, net | 0 | 0 | |
Amortization expense | (622) | (412) | |
Balances | 2,770 | 3,392 | 274 |
Technology-Based Intangible Assets [Member] | Uniregistry [Member] | |||
Acquisition | 3,039 | ||
Acquisition | 3,039 | ||
Network Rights [Member] | |||
Balances | 1,082 | 1,193 | |
Additions to/(disposals from) domain portfolio, net | 0 | 0 | |
Amortization expense | (99) | (111) | |
Balances | 983 | 1,082 | 1,193 |
Surname Domain Names [Member] | |||
Balances | 11,156 | 11,157 | |
Additions to/(disposals from) domain portfolio, net | (1) | (1) | |
Amortization expense | 0 | 0 | |
Balances | 11,155 | 11,156 | 11,157 |
Surname Domain Names [Member] | Simply Bits [Member] | |||
Acquisition | 9,160 | ||
Acquisition | 9,160 | ||
Surname Domain Names [Member] | Customer Relationship [Member] | |||
Acquisition | 224 | ||
Acquisition | 224 | ||
Surname Domain Names [Member] | Brand [Member] | |||
Acquisition | 59 | ||
Acquisition | 59 | ||
Surname Domain Names [Member] | Technology [Member] | |||
Acquisition | 491 | ||
Acquisition | 491 | ||
Direct Navigation Domain Names [Member] | |||
Balances | 1,135 | 1,135 | |
Additions to/(disposals from) domain portfolio, net | (6) | 0 | |
Amortization expense | 0 | 0 | |
Balances | $ 1,129 | $ 1,135 | $ 1,135 |
Note 5 - Goodwill and Other I_6
Note 5 - Goodwill and Other Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
2023 | $ 10,375 | |
2024 | 5,411 | |
2025 | 4,205 | |
2026 | 2,648 | |
2027 | 1,616 | |
Thereafter | 3,251 | |
Total | $ 27,506 | $ 38,118 |
Note 6 - Fair Value Measureme_3
Note 6 - 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 | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative instrument asset, net | $ 1,514 | $ 452 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative instrument asset, net | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative instrument asset, net | 1,514 | 452 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative instrument asset, net | $ 0 | $ 0 |
Note 7 - Derivative Instrumen_3
Note 7 - Derivative Instruments and Hedging Activities (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2020 | |
Interest Rate Swap [Member] | |||
Derivative, Notional Amount | $ 70 | ||
Forward Contracts [Member] | |||
Derivative, Notional Amount | $ 49.7 | $ 31.8 | |
Forward Contracts [Member] | Designated as Hedging Instrument [Member] | |||
Derivative, Notional Amount | $ 49.7 | $ 26.8 | |
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 7 - Derivative Instrumen_4
Note 7 - Derivative Instruments and Hedging Activities - Foreign Currency Forward Contracts (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Foreign Exchange Forward 1 [Member] | |
Notional amount of U.S. dollars | $ 15,132 |
Weighted average exchange rate of U.S. dollars | 1.3283 |
Fair value liability | $ (270) |
Foreign Exchange Forward 2 [Member] | |
Notional amount of U.S. dollars | $ 13,074 |
Weighted average exchange rate of U.S. dollars | 1.3385 |
Fair value liability | $ (119) |
Foreign Exchange Forward 3 [Member] | |
Notional amount of U.S. dollars | $ 11,332 |
Weighted average exchange rate of U.S. dollars | 1.3633 |
Fair value asset | $ 113 |
Foreign Exchange Forward 4 [Member] | |
Notional amount of U.S. dollars | $ 10,150 |
Weighted average exchange rate of U.S. dollars | 1.3744 |
Fair value asset | $ 192 |
Foreign Exchange Forward 5 [Member] | |
Notional amount of U.S. dollars | $ 49,688 |
Weighted average exchange rate of U.S. dollars | 1.3484 |
Fair value liability | $ (84) |
Note 7 - Derivative Instrumen_5
Note 7 - Derivative Instruments and Hedging Activities - Fair Value of Derivative Instruments in the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | ||
Derivative instruments, designated as cash flow hedges (net) | $ 1,598 | $ 390 |
Derivative Instruments [Member] | ||
Derivative instruments, designated as cash flow hedges (net) | 1,514 | 452 |
Derivative Instruments [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||
Derivative instruments, designated as cash flow hedges (net) | (84) | 62 |
Derivative Instruments [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative instruments, designated as cash flow hedges (net) | $ 0 | $ 0 |
Note 7 - Derivative Instrumen_6
Note 7 - Derivative Instruments and Hedging Activities - Movement in AOCI Balance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI balance, Gains and losses on cash flow hedges | $ 450 | $ 3,038 | $ 625 |
AOCI balance, Tax impact | (107) | (702) | (152) |
AOCI balance | 343 | 2,336 | 473 |
Other comprehensive income (loss) before reclassifications, Gains and losses on cash flow hedges | 550 | 794 | 2,142 |
Other comprehensive income (loss) before reclassifications, Tax impact | (132) | (222) | (489) |
Other comprehensive income (loss) before reclassifications | 418 | 572 | 1,653 |
Amount reclassified from AOCI, Gains and losses on cash flow hedges | 793 | (3,382) | 271 |
Amount reclassified from AOCI, Tax impact | (193) | 817 | (61) |
Amount reclassified from AOCI | 600 | (2,565) | 210 |
Amortization of discontinued cash flow hedge, Gains and losses on cash flow hedges | (761) | ||
Amortization of discontinued cash flow hedge, Tax impact | 184 | ||
Amortization of discontinued cash flow hedge | (577) | ||
Amortization of discontinued cash flow hedge, Gains and losses on cash flow hedges | 582 | (2,588) | 2,413 |
Other comprehensive income (loss), Tax impact | (141) | 595 | (550) |
Other comprehensive income (loss) | 441 | (1,993) | 1,863 |
AOCI balance, Gains and losses on cash flow hedges | 1,032 | 450 | 3,038 |
AOCI balance, Tax impact | (248) | (107) | (702) |
AOCI balance | $ 784 | $ 343 | $ 2,336 |
Note 7 - Derivative Instrumen_7
Note 7 - Derivative Instruments and Hedging Activities - Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other comprehensive income (loss) | $ 441 | $ (1,993) | $ 1,863 |
Foreign Exchange Forward [Member] | |||
Other comprehensive income (loss) | (1,014) | (2,203) | 2,026 |
Interest Rate Swap [Member] | |||
Other comprehensive income (loss) | 1,430 | (210) | (163) |
Operating Expense [Member] | Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |||
Amount of Gain or Reclassified from AOCI into Income | (691) | 2,652 | (188) |
Cost of Sales [Member] | Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |||
Amount of Gain or Reclassified from AOCI into Income | (171) | 615 | (66) |
Interest Expense, Net [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |||
Amount of Gain or Reclassified from AOCI into Income | $ 69 | $ 115 | $ (17) |
Note 7 - Derivative Instrumen_8
Note 7 - Derivative Instruments and Hedging Activities - Fair Value Adjustments of Forward Currency Forward Contracts Not Designated as Hedges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Gain (loss) on settlement | $ 0 | $ 277 | $ 383 |
Gain (Loss) on Derivative Instruments, Net, Pretax | 496 | 0 | 0 |
Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | |||
Gain (loss) on settlement | 0 | 883 | (117) |
Gain (loss) on change in fair value | 0 | (606) | 500 |
Gain (Loss) on Derivative Instruments, Net, Pretax | 0 | 277 | 383 |
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | |||
Gain (loss) on settlement | 777 | 0 | 0 |
Gain (loss) on change in fair value | $ (281) | $ 0 | $ 0 |
Note 8 - Loan Payable (Details
Note 8 - Loan Payable (Details Textual) $ in Thousands | 12 Months Ended | ||||||||
Aug. 08, 2022 USD ($) | Oct. 26, 2021 USD ($) | Jun. 14, 2019 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Sep. 30, 2023 | Oct. 27, 2021 USD ($) | |
Payments of Financing Costs, Total | $ 748 | $ 296 | $ 32 | ||||||
Cash and Cash Equivalents, at Carrying Value, Total | 23,496 | $ 9,105 | |||||||
Lease Commitments [Member] | |||||||||
Other Commitment, Total | 900 | ||||||||
Operating Expense Commitments [Member] | |||||||||
Other Commitment, Total | 17,600 | ||||||||
Capital Expenditure Commitments [Member] | |||||||||
Other Commitment, Total | $ 0 | ||||||||
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 240,000 | $ 180,000 | |||||||
Legal Fees | $ 200 | ||||||||
Debt Instrument, Term (Year) | 4 years | ||||||||
Maximum Total Funded Debt to EBITDA Ratio | 4 | 3.75 | |||||||
Minimum Fixed Charge Coverage Ratio | 3 | ||||||||
Debt Instrument, SOFR Floor | 0% | ||||||||
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | Forecast [Member] | |||||||||
Maximum Total Funded Debt to EBITDA Ratio | 3.75 | ||||||||
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.10% | ||||||||
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | Adjusted One Month SOFR [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.10% | ||||||||
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | Adjusted Three Month SOFR [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.15% | ||||||||
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | Adjusted Six Month SOFR [Member] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||||||||
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | General and Administrative Expense [Member] | |||||||||
Payments of Financing Costs, Total | 100 | ||||||||
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | Guaranteed Credit Facility [Member] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 240,000 | 180,000 | $ 240,000 | $ 240,000 | |||||
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | Accordion Facility [Member] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60,000 | ||||||||
Fees to Lenders | $ 300 | 300 | |||||||
Debt Issuance Costs, Gross | $ 400 |
Note 8 - Loan Payable - Schedul
Note 8 - Loan Payable - Schedule of Standby Fees Based on Total Funded Debt to EBITDA Ratio (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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 is Greater Than or Equal to 3.75 [Member] | |
Standby fees | 0.60% |
Bank of Montreal and Royal Bank of Canada [Member] | London Interbank Offered Rate (LIBOR) [Member] (Deprecated 2023) | Debt to EBITDA is Less Than 1.75 [Member] | |
Basis Spread on Variable Rate | 1.50% |
Standby fees | 0.30% |
Bank of Montreal and Royal Bank of Canada [Member] | London Interbank Offered Rate (LIBOR) [Member] (Deprecated 2023) | 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] | London Interbank Offered Rate (LIBOR) [Member] (Deprecated 2023) | 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] | London Interbank Offered Rate (LIBOR) [Member] (Deprecated 2023) | 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] | London Interbank Offered Rate (LIBOR) [Member] (Deprecated 2023) | 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] | London Interbank Offered Rate (LIBOR) [Member] (Deprecated 2023) | Debt to EBITDA is Greater Than or Equal to 3.75 [Member] | |
Basis Spread on Variable Rate | 3% |
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 is Greater Than or Equal to 3.75 [Member] | |
Basis Spread on Variable Rate | 1.75% |
Note 8 - Loan Payable - Sched_2
Note 8 - Loan Payable - Schedule of Loans Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Loans payable | $ 238,930 | $ 190,748 |
Less: unamortized debt discount and issuance costs | (770) | (652) |
Less: loan payable, current portion | 0 | 0 |
Loan payable, long-term portion | 238,930 | 190,748 |
Revolver Facility [Member] | ||
Loans payable | $ 239,700 | $ 191,400 |
Note 8 - Loan Payable - Princip
Note 8 - Loan Payable - Principal Repayments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
2023 | $ 0 |
2024 | 239,700 |
Long-term Debt | $ 239,700 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% |
Unrecognized Tax Benefits, Ending Balance | $ 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | $ 0 |
Note 9 - Income Taxes - Provisi
Note 9 - Income Taxes - Provision for Income Taxes Differs from the Amount Computed by Applying the Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income (loss) for the year before provision for income taxes | $ (27,788) | $ 7,270 | $ 10,760 |
Computed federal tax expense | (5,836) | 1,527 | 2,259 |
State income taxes | 845 | 314 | 303 |
Foreign earnings | 386 | 382 | (175) |
Changes in valuation allowance | 4,023 | 2,300 | 1,867 |
Expired business tax credits | 0 | 0 | 1,044 |
Shortfall (excess) tax benefits on share-based compensation | 138 | (1,556) | (407) |
Permanent differences | (112) | 205 | (161) |
Others | 339 | 734 | 255 |
Provision (recovery) for income taxes | $ (217) | $ 3,906 | $ 4,985 |
Note 9 - Income Taxes - Tax Eff
Note 9 - Income Taxes - Tax Effects of Temporary Differences That Give Rise to Significant Portions of the Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Foreign tax credits | $ 17,554 | $ 13,531 |
Deferred revenue | 5,349 | 5,694 |
Net operating losses | 2,468 | 537 |
Interest limitation | 1,047 | 0 |
Amortization | 379 | 0 |
Accruals, including foreign exchange and other | 3,909 | 2,991 |
Total deferred tax assets | 30,706 | 22,753 |
Valuation allowance | (17,554) | (13,531) |
Total deferred tax assets | 13,152 | 9,222 |
Prepaid registry fees and expenses | (17,941) | (18,165) |
Investment in partnership | (6,727) | |
Amortization | 0 | (6,578) |
Indefinite life intangible assets | (2,968) | (3,229) |
Limited life intangible assets | (629) | (2,969) |
Foreign branch deferred tax liabilities | (607) | (828) |
Total deferred tax liability | (28,872) | (31,769) |
Net deferred tax assets (liabilities) | $ (15,720) | $ (22,547) |
Note 10 - Revenue 1 (Details Te
Note 10 - Revenue 1 (Details Textual) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | Jan. 01, 2022 USD ($) | |
Contract with Customer, Liability, Total | $ 145,131 | $ 147,793 | $ 147,800 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Number of Customers | 1 | 1 | 1 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | ||||
Concentration Risk, Percentage | 46% | 46% | 59% | |
Minimum [Member] | ||||
Domain Services, Purchased Term (Year) | 1 year | |||
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] | ||||
Domain Services, Purchased Term (Year) | 10 years | |||
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 |
Note 10 - Revenue 2 (Details Te
Note 10 - Revenue 2 (Details Textual) | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 1 year |
Active Domain Name Contracts [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Percentage | 80% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Month) | 12 months |
Note 10 - Revenue - Disaggregat
Note 10 - Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Revenues | $ 321,142 | $ 304,337 | $ 311,202 |
Ting [Member] | |||
Net Revenues | 42,425 | 25,327 | 17,151 |
Wavelo [Member] | |||
Net Revenues | 23,632 | 16,781 | 1,839 |
Tucows Domains [Member] | |||
Net Revenues | 243,158 | 245,576 | 242,254 |
Tucows Domains [Member] | Wholesale [Member] | |||
Net Revenues | 208,254 | 210,033 | 205,419 |
Tucows Domains [Member] | Domain Services [Member] | Wholesale [Member] | |||
Net Revenues | 187,542 | 189,091 | 186,893 |
Tucows Domains [Member] | Value Added Services [Member] | Wholesale [Member] | |||
Net Revenues | 20,712 | 20,942 | 18,526 |
Operating Segments [Member] | Ting [Member] | Fiber Internet Services [Member] | |||
Net Revenues | 42,425 | 25,327 | 17,151 |
Operating Segments [Member] | Wavelo [Member] | |||
Net Revenues | 24,344 | 16,781 | 1,839 |
Operating Segments [Member] | Wavelo [Member] | Platform Services [Member] | |||
Net Revenues | 22,594 | 13,031 | 1,839 |
Operating Segments [Member] | Wavelo [Member] | Other Services [Member] | |||
Net Revenues | 1,750 | 3,750 | 0 |
Operating Segments [Member] | Tucows Domains [Member] | |||
Net Revenues | 243,158 | 245,576 | 242,254 |
Operating Segments [Member] | Tucows Domains [Member] | Retail [Member] | |||
Net Revenues | 34,904 | 35,543 | 36,835 |
Consolidation, Eliminations [Member] | |||
Net Revenues | $ 11,215 | $ 16,653 | $ 49,958 |
Note 10 - Revenue - Cost of Rev
Note 10 - Revenue - Cost of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Network, other costs | $ 17,433 | $ 14,769 | $ 10,194 |
Network, impairment | 92 | 201 | 1,638 |
Cost of revenue | 242,894 | 226,044 | 225,717 |
Corporate, Non-Segment [Member] | |||
Cost of revenue | 9,448 | 12,208 | 25,911 |
Network Expenses [Member] | |||
Network, other costs | 17,433 | 14,769 | 10,194 |
Network, depreciation and amortization costs | 29,101 | 18,035 | 13,484 |
Network, impairment | 92 | 201 | 1,638 |
Cost of revenue | 46,626 | 33,005 | 25,316 |
Ting [Member] | Fiber Internet Services [Member] | |||
Cost of revenue | 17,004 | 12,035 | 6,856 |
Wavelo [Member] | |||
Cost of revenue | 2,926 | 1,308 | 183 |
Wavelo [Member] | Platform Services [Member] | |||
Cost of revenue | 1,294 | 504 | 183 |
Wavelo [Member] | Other Services [Member] | |||
Cost of revenue | 1,632 | 804 | 0 |
Tucows Domains [Member] | |||
Cost of revenue | 166,890 | 167,488 | 167,451 |
Tucows Domains [Member] | Wholesale [Member] | |||
Cost of revenue | 150,408 | 149,757 | 149,804 |
Tucows Domains [Member] | Retail Services [Member] | |||
Cost of revenue | 16,482 | 17,731 | 17,647 |
Tucows Domains [Member] | Domain Services [Member] | Wholesale [Member] | |||
Cost of revenue | 147,894 | 147,213 | 146,788 |
Tucows Domains [Member] | Value Added Services [Member] | Wholesale [Member] | |||
Cost of revenue | $ 2,514 | $ 2,544 | $ 3,016 |
Note 10 - Revenue - Deferred Re
Note 10 - Revenue - Deferred Revenue and Contract Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Balance, beginning of period | $ 147,793 |
Deferred revenue | 257,127 |
Recognized revenue | (259,789) |
Balance, end of period | $ 145,131 |
Note 10 - Revenue - Remaining P
Note 10 - Revenue - Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Revenue, remaining performance obligation, amount | $ 142,320 |
Note 10 - Revenue - Remaining_2
Note 10 - Revenue - Remaining Performance Obligations 2 (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Revenue, remaining performance obligation, amount | $ 142,320 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, remaining performance obligation, amount | 120,083 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, remaining performance obligation, amount | 10,033 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, remaining performance obligation, amount | 4,715 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, remaining performance obligation, amount | 2,871 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, remaining performance obligation, amount | 1,781 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, remaining performance obligation, amount | $ 2,837 |
Note 10 - Revenue - Remaining_3
Note 10 - Revenue - Remaining Performance Obligations (Details) (Parentheticals) | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period (Year) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period (Year) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period (Year) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period (Year) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period (Year) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period (Year) | 1 year |
Note 11 - Costs to Obtain and_3
Note 11 - Costs to Obtain and Fulfill a Contract (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Capitalized Costs | $ 1,500 | ||
Capitalized Contract Cost, Amortization | (748) | $ (717) | $ 106 |
Deferred Costs of Acquisition [Member] | |||
Capitalized Contract Cost, Net, Total | 1,827 | 1,079 | |
Increase (Decrease) in Capitalized Costs | 1,494 | ||
Capitalized Contract Cost, Amortization | $ 746 | ||
Deferred Costs of Acquisition [Member] | Minimum [Member] | |||
Capitalized Contract Cost, Amortization Period (Year) | 2 years | ||
Deferred Costs of Acquisition [Member] | Maximum [Member] | |||
Capitalized Contract Cost, Amortization Period (Year) | 10 years | ||
Domain Registration Costs [Member] | |||
Capitalized Contract Cost, Net, Total | $ 110,674 | $ 112,711 | |
Increase (Decrease) in Capitalized Costs | 169,500 | ||
Capitalized Contract Cost, Amortization | 171,500 | ||
Capitalized Contract Cost, Impairment Loss | $ 0 | ||
Domain Registration Costs [Member] | Minimum [Member] | |||
Capitalized Contract Cost, Amortization Period (Year) | 1 year | ||
Domain Registration Costs [Member] | Maximum [Member] | |||
Capitalized Contract Cost, Amortization Period (Year) | 10 years |
Note 11 - Costs to Obtain and_4
Note 11 - Costs to Obtain and Fulfill a Contract - Capitalized Contract Costs Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalization of costs | $ 1,500 | ||
Amortization of costs | 748 | $ 717 | $ (106) |
Deferred Costs of Acquisition [Member] | |||
Balance | 1,079 | ||
Capitalization of costs | 1,494 | ||
Amortization of costs | (746) | ||
Balance | 1,827 | 1,079 | |
Domain Registration Costs [Member] | |||
Balance | 112,711 | ||
Capitalization of costs | 169,500 | ||
Amortization of costs | (171,500) | ||
Balance | 110,674 | $ 112,711 | |
Deferral of costs | 169,457 | ||
Recognized costs | $ (171,494) |
Note 12 - Leases (Details Textu
Note 12 - Leases (Details Textual) | 12 Months Ended |
Dec. 31, 2022 | |
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) | 19 years |
Note 12 - Leases - Components o
Note 12 - Leases - Components of Lease Expense and Other Lease Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Lease Cost (leases with a total term greater than 12 months) | $ 4,200 | $ 2,840 |
Short-term Lease Cost (leases with a total term of 12 months or less) | 244 | 117 |
Variable Lease Cost | 1,223 | 763 |
Total Lease Cost | 5,667 | 3,720 |
Operating Lease - Operating Cash Flows (Fixed Payments) | 4,896 | 5,120 |
Operating Lease - Operating Cash Flows (Liability Reduction) | 3,984 | 2,468 |
New ROU Assets - Operating Leases | $ 6,726 | $ 9,032 |
Weighted Average Discount Rate | 4.14% | 3.09% |
Weighted Average Remaining Lease Term (Year) | 6 years 6 months 21 days | 7 years 8 months 26 days |
Note 12 - Leases - Future Minim
Note 12 - Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
2023 | $ 5,198 |
2024 | 4,657 |
2025 | 3,186 |
2026 | 1,669 |
2027 | 951 |
Thereafter | 3,218 |
Total future lease payments | 18,879 |
Less interest | 1,799 |
Total | $ 17,080 |
Note 13 - Redeemable Preferre_3
Note 13 - Redeemable Preferred Shares (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Aug. 08, 2022 | Jan. 30, 2023 | Dec. 31, 2022 | Dec. 05, 2022 |
Unit Purchase Agreement, Preferred Units Issued (in shares) | 4,583,333 | |||
Unit Purchase Agreement, Price Per Unit (in dollars per share) | $ 6 | |||
Unit Purchase Agreement, Capital upon the Initial Funding | $ 27.5 | |||
Unit Purchase Agreement, Additional Capital Commitments | $ 112.5 | |||
Series A Preferred Units [Member] | ||||
Unit Purchase Agreement, Preferred Units Issued (in shares) | 10,000,000 | |||
Unit Purchase Agreement, Price Per Unit (in dollars per share) | $ 6 | |||
Unit Purchase Agreement, Aggregate Additional Preferred Units (in shares) | 23,333,333.34 | |||
Unit Purchase Agreement, Capital upon the Initial Funding | $ 60 | |||
Unit Purchase Agreement, Additional Capital Commitments | 140 | |||
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 | 3.9 | |||
Legal Fees | $ 0.8 | |||
Preferred Stock, Liquidation Preference, Value | $ 87.5 | |||
Series A Preferred Units [Member] | Subsequent Event [Member] | ||||
Unit Purchase Agreement, Preferred Units Issued (in shares) | 5,000,000 | |||
Unit Purchase Agreement, Price Per Unit (in dollars per share) | $ 6 | |||
Unit Purchase Agreement, Capital upon the Initial Funding | $ 30 | |||
Series A Preferred Units [Member] | Minimum [Member] | ||||
Preferred Stock, Dividend Rate, Percentage | 13% | |||
Series A Preferred Units [Member] | Maximum [Member] | ||||
Preferred Stock, Dividend Rate, Percentage | 17% |
Note 13 - Redeemable Preferre_4
Note 13 - Redeemable Preferred Shares - Borrowings (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Opening Balance | $ 0 | $ 0 |
Add: Funding at Transaction Close | 60,000 | |
Add: Milestone Funding | 27,500 | |
Add: Accretion of redeemable preferred shares | 3,896 | |
Less: Deferred Preferred Financing Costs | (962) | 0 |
Total Redeemable Preferred Shares | $ 90,434 | $ 0 |
Note 13 - Redeemable Preferre_5
Note 13 - Redeemable Preferred Shares - Schedule of Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
2023 | $ 0 |
2024 | 6,882 |
2025 | 17,691 |
2026 | 17,691 |
2027 and thereafter | 144,822 |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount | $ 187,086 |
Note 14 - Common Shares (Detail
Note 14 - Common Shares (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 10, 2023 | Feb. 09, 2023 | Feb. 10, 2022 | Feb. 09, 2021 | Feb. 12, 2020 | Feb. 13, 2019 | |
Common Stock, Shares Authorized (in shares) | 250,000,000 | 250,000,000 | ||||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 10,817,110 | 10,747,417 | ||||||||
Stock Repurchased and Retired During Period, Shares (in shares) | 0 | 0 | 70,238 | |||||||
Stock Repurchased and Retired During Period, Value | $ 0 | $ 0 | $ 3,281 | |||||||
Stock Buyback Program 2023 [Member] | Subsequent Event [Member] | ||||||||||
Stock Repurchase Program, Authorized Amount | $ 40,000 | $ 40,000 | ||||||||
Stock Buyback Program 2022 [Member] | ||||||||||
Stock Repurchase Program, Authorized Amount | $ 40,000 | |||||||||
Stock Repurchased and Retired During Period, Shares (in shares) | 0 | |||||||||
Stock Buyback Program 2021 [Member] | ||||||||||
Stock Repurchase Program, Authorized Amount | $ 40,000 | |||||||||
Stock Repurchased and Retired During Period, Shares (in shares) | 0 | |||||||||
Stock Buyback Program 2020 [Member] | ||||||||||
Stock Repurchase Program, Authorized Amount | $ 40,000 | |||||||||
Stock Repurchased and Retired During Period, Shares (in shares) | 70,238 | |||||||||
Stock Repurchased and Retired During Period, Value | $ 3,300 | |||||||||
Stock Buyback Program 2019 [Member] | ||||||||||
Stock Repurchase Program, Authorized Amount | $ 40,000 | |||||||||
Stock Repurchased and Retired During Period, Shares (in shares) | 0 | 101,816 | ||||||||
Stock Repurchased and Retired During Period, Value | $ 5,000 |
Note 14 - Common Shares - Share
Note 14 - Common Shares - Share Repurchases (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Repurchased and Retired During Period, Shares (in shares) | 0 | 0 | 70,238 |
Stock Repurchased and Retired During Period, Value | $ 0 | $ 0 | $ 3,281 |
Average price per share (in dollars per share) | $ 0 | $ 0 | $ 46.70 |
Number of shares (in shares) | 3,053 | 45,824 | 48,013 |
Aggregate market value of shares (in thousands) | $ 197 | $ 3,669 | $ 2,957 |
Average price per share (in dollars per share) | $ 64.67 | $ 80.07 | $ 61.58 |
Note 15 - Stock Option Plans (D
Note 15 - Stock Option Plans (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Nov. 09, 2022 | Oct. 08, 2010 | Nov. 30, 2020 | Sep. 30, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 22, 2006 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 800 | $ 6,400 | $ 3,700 | ||||||
Proceeds from Stock Options Exercised | $ 1,096 | $ 4,818 | 985 | ||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 10,817,110 | 10,747,417 | |||||||
Share-Based Payment Arrangement, Expense | $ 5,779 | $ 4,592 | 3,718 | ||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 8,200 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 7 months 6 days | ||||||||
Share-Based Payment Arrangement, Expense | $ 5,800 | $ 4,600 | 3,700 | ||||||
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 | ||||||
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 | ||||||||
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 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 10 months 24 days | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 20,000,000 | ||||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 100,000,000 | ||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 5,900 | ||||||||
Share-Based Payment Arrangement, Expense | $ 1,820 | $ 0 | $ 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% |
Note 15 - Stock Option Plans -
Note 15 - Stock Option Plans - Fair Value of Stock Options Granted (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Volatility | 34.90% | 35.70% | 39% |
Risk-free interest rate | 3.40% | 0.80% | 1.80% |
Expected life (in years) (Year) | 4 years 7 months 6 days | 4 years 7 months 6 days | 4 years 6 months 14 days |
Dividend yield | 0% | 0% | 0% |
The weighted average grant date fair value for options issued, with the exercise price equal to market value on the date of grant (in dollars per share) | $ 14.93 | $ 24.83 | $ 19.98 |
The 2022 Wavelo Equity Compensation Plan [Member] | |||
Volatility | 40.70% | ||
Risk-free interest rate | 4.40% | ||
Expected life (in years) (Year) | 4 years 1 month 28 days | ||
Dividend yield | 0% | ||
The weighted average grant date fair value for options issued, with the exercise price equal to market value on the date of grant (in dollars per share) | $ 0.49 |
Note 15 - Stock Option Plans _2
Note 15 - Stock Option Plans - Stock Option Transactions (Details) - $ / shares | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Outstanding, Number of shares (in shares) | 904,151 | 845,020 | 754,497 | 845,020 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 64.36 | $ 55.31 | $ 49.94 | $ 55.31 |
Granted, Number of shares (in shares) | 262,980 | 282,625 | 239,325 | |
Granted, Weighted average exercise price per share (in dollars per share) | $ 42.15 | $ 79.30 | $ 61.21 | |
Exercised, Number of shares (in shares) | (40,459) | (179,321) | (113,132) | |
Exercised, Weighted average exercise price per share (in dollars per share) | $ 31.95 | $ 45.04 | $ 30.53 | |
Forfeited, Number of shares (in shares) | (55,234) | (41,240) | (26,468) | |
Forfeited, Weighted average exercise price per share (in dollars per share) | $ 68.11 | $ 65.72 | $ 60.29 | |
Expired, Number of shares (in shares) | (34,690) | (2,933) | (9,202) | |
Expired, Weighted average exercise price per share (in dollars per share) | $ 58.92 | $ 60.70 | $ 58.96 | |
Outstanding, Number of shares (in shares) | 1,036,748 | 904,151 | 845,020 | 1,036,748 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 59.97 | $ 64.36 | $ 55.31 | $ 59.97 |
Options exercisable, Number of shares (in shares) | 520,679 | 415,925 | 401,345 | 520,679 |
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 62.74 | $ 56.44 | $ 49.21 | $ 62.74 |
The 2022 Wavelo Equity Compensation Plan [Member] | ||||
Outstanding, Number of shares (in shares) | 0 | |||
Granted, Number of shares (in shares) | 15,975,528 | |||
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) | 0 | |||
Forfeited, Weighted average exercise price per share (in dollars per share) | 0 | |||
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) | 15,975,528 | 0 | 15,975,528 | |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 1.27 | $ 1.27 | ||
Options exercisable, Number of shares (in shares) | 0 | 0 | ||
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 0 | $ 0 |
Note 15 - Stock Option Plans _3
Note 15 - Stock Option Plans - Summary of Exercise Prices, Weighted Average Remaining Contractual Life and Intrinsic Values of Outstanding Options (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Number outstanding (in shares) | shares | 1,036,748 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 59.97 |
Weighted average remaining contractual life, options outstanding (Year) | 4 years 3 months 18 days |
Aggregate intrinsic value, options outstanding | $ | $ 64 |
Number exercisable (in shares) | shares | 520,679 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 62.74 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 3 years |
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 | 15,975,528 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 1.27 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 10 months 24 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 01 [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 10 months 24 days |
Aggregate intrinsic value, options outstanding | $ | $ 64 |
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] | |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 10 months 24 days |
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 02 [Member] | |
Exercise price - lower (in dollars per share) | $ 40.04 |
Exercise price - higher (in dollars per share) | $ 48 |
Number outstanding (in shares) | shares | 236,830 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 42.37 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 1 month 6 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) | 2 years 1 month 6 days |
Exercise Price Range 03 [Member] | |
Exercise price - lower (in dollars per share) | $ 51.82 |
Exercise price - higher (in dollars per share) | $ 59.98 |
Number outstanding (in shares) | shares | 198,508 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 55.72 |
Weighted average remaining contractual life, options outstanding (Year) | 1 year 8 months 12 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 192,958 |
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 7 months 6 days |
Exercise Price Range 04 [Member] | |
Exercise price - lower (in dollars per share) | $ 60.01 |
Exercise price - higher (in dollars per share) | $ 68.41 |
Number outstanding (in shares) | shares | 316,485 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 62.08 |
Weighted average remaining contractual life, options outstanding (Year) | 3 years 7 months 6 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 222,878 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 62.67 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 3 years 3 months 18 days |
Exercise Price Range 05 [Member] | |
Exercise price - lower (in dollars per share) | $ 70.13 |
Exercise price - higher (in dollars per share) | $ 79.51 |
Number outstanding (in shares) | shares | 248,425 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 78.41 |
Weighted average remaining contractual life, options outstanding (Year) | 5 years 2 months 12 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 90,906 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 77.59 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 4 years 10 months 24 days |
Exercise Price Range 06 [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 9 months 18 days |
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 9 months 18 days |
Note 15 - Stock Option Plans _4
Note 15 - Stock Option Plans - Stock-based Compensation Allocation to Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allocated share based compensation expense | $ 5,779 | $ 4,592 | $ 3,718 | |
The 2022 Wavelo Equity Compensation Plan [Member] | ||||
Allocated share based compensation expense | 1,820 | 0 | $ 0 | |
Network Expenses [Member] | ||||
Allocated share based compensation expense | 399 | 531 | 472 | |
Network Expenses [Member] | The 2022 Wavelo Equity Compensation Plan [Member] | ||||
Allocated share based compensation expense | 104 | 0 | 0 | |
Sales and Marketing Expense [Member] | ||||
Allocated share based compensation expense | 1,498 | 1,941 | 1,678 | |
Sales and Marketing Expense [Member] | The 2022 Wavelo Equity Compensation Plan [Member] | ||||
Allocated share based compensation expense | 508 | 0 | 0 | |
Technical Operations and Development [Member] | ||||
Allocated share based compensation expense | 545 | 824 | 756 | |
Technical Operations and Development [Member] | The 2022 Wavelo Equity Compensation Plan [Member] | ||||
Allocated share based compensation expense | 407 | 0 | 0 | |
General and Administrative Expense [Member] | ||||
Allocated share based compensation expense | $ 3,337 | 1,296 | 812 | |
General and Administrative Expense [Member] | The 2022 Wavelo Equity Compensation Plan [Member] | ||||
Allocated share based compensation expense | $ 801 | $ 0 | $ 0 |
Note 16 - Foreign Exchange (Det
Note 16 - Foreign Exchange (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
General and Administrative Expense [Member] | |||
Foreign Currency Transaction Gain (Loss), Realized | $ (0.2) | $ (0.4) | $ 0.4 |
Note 17 - Other Income (Expen_3
Note 17 - Other Income (Expenses) (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 01, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Purchase Agreement, Income | $ 18,507 | $ 20,030 | $ 7,612 | |
Write Down of Intangible Assets and Capitalized Contract Costs | 0 | 0 | 3,513 | |
Purchase Agreement With DISH Wireless LLC [Member] | ||||
Purchase Agreement, Income | $ 18,507 | $ 20,030 | $ 11,125 | |
Write Down of Intangible Assets and Capitalized Contract Costs | $ 3,500 | |||
Purchase Agreement, Duration of Monthly Fees (Year) | 10 years |
Note 17 - Other Income (Expen_4
Note 17 - Other Income (Expenses) - Other Income (Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income earned on sale of Transferred Assets | $ 18,507 | $ 20,030 | $ 7,612 |
Income earned on sale of Ting customer assets | 18,507 | 20,030 | 7,612 |
Purchase Agreement With DISH Wireless LLC [Member] | |||
Write-down of Ting Mobile intangible assets | 0 | 0 | (2,581) |
Write-down of Ting Mobile contract costs | 0 | 0 | (932) |
Income earned on sale of Transferred Assets | $ 18,507 | $ 20,030 | $ 11,125 |
Note 18 - Earnings Per Common_3
Note 18 - Earnings Per Common Share: (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 39,889 | 83,177 |
Note 18 - Basic and Diluted Ear
Note 18 - Basic and Diluted Earnings Per Common Share - Summary of Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net income for the period | $ (27,571) | $ 3,364 | $ 5,775 |
Shares used in computing basic earnings per common share (note 18) (in shares) | 10,769,280 | 10,662,337 | 10,590,684 |
Effect of outstanding stock options (in shares) | 155,132 | 101,597 | |
Diluted weighted average number of shares outstanding (in shares) | 10,769,280 | 10,817,468 | 10,692,281 |
Basic earnings per common share (note 18) (in dollars per share) | $ (2.56) | $ 0.32 | $ 0.55 |
Diluted earnings per common share (note 18) (in dollars per share) | $ (2.56) | $ 0.31 | $ 0.54 |
Note 19 - Commitments and Con_3
Note 19 - Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | 312 Months Ended | ||||
Jan. 07, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2016 | Dec. 31, 2047 | Feb. 09, 2015 | |
Contractual Obligation, Term (Year) | 10 years | |||||
Purchase Commitment, Remaining Minimum Amount Committed | $ 39,500,000 | |||||
Long-term Debt, Total | 239,700,000 | |||||
Lease, Cost, Total | $ 5,667,000 | $ 3,720,000 | ||||
Ting Fiber Inc. [Member] | ||||||
Debt Instrument, Term (Year) | 25 years | |||||
Ting Fiber Inc. [Member] | Forecast [Member] | ||||||
Lease, Cost, Total | $ 593,000,000 | |||||
City of Westminster, Maryland [Member] | Loan to Finance WFN Construction [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 21,000,000 | |||||
Debt Instrument, Term of Interest Only Payments (Year) | 5 years | |||||
Debt Instrument, Term (Year) | 30 years | |||||
Long-term Debt, Total | $ 16,200,000 | |||||
Guarantee Obligations [Member] | Lease and Network Operations Agreement [Member] | Ting Fiber Inc. [Member] | ||||||
Loss Contingency, Debt Service Guarantee, Revenue Shortfall Difference, Lower Threshold | $ 50,000 | |||||
Loss Contingency, Debt Service Guarantee, Revenue Shortfall Difference, Upper Threshold | $ 150,000 |
Note 19 - Commitments and Con_4
Note 19 - Commitments and Contingencies - Future Minimum Payments Under Lease and Purchase Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) | |
Contractual lease obligations, 2023 | $ 5,198 | |
Debt obligations, 2023 | 0 | |
Redeemable preferred share financing Obligations, 2023 | 0 | |
Capital purchase obligation, 2023 | 35,082 | |
Purchase obligations, 2023 | 13,947 | [1],[2] |
Total obligations, 2023 | 54,227 | |
Contractual lease obligations, 2024 | 4,657 | |
Debt obligations, 2024 | 239,700 | |
Redeemable preferred share financing Obligations, 2024 | 6,882 | |
Capital purchase obligation, 2024 | 0 | |
Purchase obligations, 2024 | 16,489 | [1],[2] |
Total obligations,, 2024 | 267,728 | |
Contractual lease obligations, 2025 | 3,186 | |
Debt obligations, 2025 | 0 | |
Redeemable preferred share financing Obligations, 2025 | 17,691 | |
Capital purchase obligation, 2025 | 0 | |
Purchase obligations, 2025 | 15,266 | [1],[2] |
Total obligations, 2025 | 36,143 | |
Contractual lease obligations, 2026 | 1,669 | |
Debt obligations, 2026 | 0 | |
Redeemable preferred share financing Obligations, 2026 | 17,691 | |
Capital purchase obligation, 2026 | 0 | |
Purchase obligations, 2026 | 2,394 | [1],[2] |
Total obligations, 2026 | 21,754 | |
Contractual lease obligations, 2027 | 951 | |
Debt obligations, 2027 | 0 | |
Redeemable preferred share financing Obligations, 2027 | 17,691 | |
Capital purchase obligation, 2027 | 0 | |
Purchase obligations, 2027 | 722 | [1],[2] |
Total obligations, 2027 | 19,364 | |
Contractual lease obligations, thereafter | 3,218 | |
Debt obligations, thereafter | 0 | |
Redeemable preferred share financing Obligations, Thereafter | 127,131 | |
Capital purchase obligation, Thereafter | 0 | |
Purchase obligations, Thereafter | 3,446 | [1],[2] |
Total obligations, thereafter | 133,795 | |
Total future lease payments | 18,879 | |
Long-term Debt | 239,700 | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount | 187,086 | |
Capital purchase obligation | 35,082 | |
Purchase obligations, total | 52,264 | [1],[2] |
Total obligations | $ 533,011 | |
[1]Purchase obligations include all other legally binding service contracts for mobile telephone services and other operational agreements to be delivered during Fiscal 2023 and subsequent years.[2]Purchase obligations include minimum revenue commitments of $39.5 million with the Company's MNO partner between 2023 and 2026. |
Note 20 - Segment Reporting (De
Note 20 - Segment Reporting (Details Textual) | 12 Months Ended |
Dec. 31, 2022 | |
Number of Operating Segments | 3 |
Note 20 - Segment Reporting - I
Note 20 - Segment Reporting - Information by Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
External Revenues | $ 321,142 | $ 304,337 | $ 311,202 |
Intersegment Revenues | 0 | ||
Revenues | 321,142 | 304,337 | 311,202 |
Direct cost of revenues | 196,268 | 193,039 | 200,401 |
Segment Gross Margin | 124,874 | 111,298 | 110,801 |
Network, other costs | 17,433 | 14,769 | 10,194 |
Network, depreciation of property and equipment | 27,589 | 17,452 | 12,144 |
Network, amortization of intangible assets | 1,512 | 583 | 1,340 |
Network, impairment of property and equipment | 92 | 201 | 1,638 |
Gross profit | 78,248 | 78,293 | 85,485 |
Sales and marketing | 53,937 | 39,471 | 34,274 |
Technical operations and development | 14,187 | 14,310 | 12,427 |
General and administrative | 30,845 | 22,370 | 20,268 |
Depreciation of property and equipment | 598 | 534 | 488 |
Loss (gain) on disposition of property and equipment | 461 | 234 | (17) |
Amortization of intangible assets | 9,882 | 9,424 | 10,080 |
Total expenses | 109,910 | 86,066 | 78,568 |
Income (Loss) from operations | (31,662) | (7,773) | 6,917 |
Interest expense, net | (14,456) | (4,617) | (3,611) |
Income earned on sale of transferred assets, net | 18,507 | ||
Other expense, net | 177 | 370 | 158 |
Total other income (expenses) | 3,874 | 15,043 | 3,843 |
Income before provision for income taxes | (27,788) | 7,270 | 10,760 |
Adjusted EBITDA | 37,590 | 48,821 | 50,973 |
Impairment of definite life intangible assets | 277 | ||
Gain on sale of Ting customer assets, net | 20,030 | 7,612 | |
Impairment of definite life intangible assets | 0 | 0 | 1,431 |
Gain on currency forward contracts | 0 | 277 | 383 |
Net income for the period | (27,571) | 3,364 | 5,775 |
Provision for income taxes (note 9) | (217) | 3,906 | 4,985 |
Depreciation of property and equipment | 28,187 | 17,986 | 12,632 |
Impairment and loss on disposition of property and equipment | 553 | 435 | 1,621 |
Amortization of intangible assets | 11,394 | 10,007 | 11,420 |
Impairment of definite life intangible assets | 0 | 0 | 1,431 |
Write-down on disposal of Ting Mobile customer assets and contract costs | 0 | 0 | 3,513 |
Interest expense, net | 14,456 | 4,617 | 3,611 |
Accretion of contingent consideration | 248 | 383 | 344 |
Stock-based compensation | 7,599 | 4,592 | 3,718 |
Loss (gain) on change in the fair value of forward contracts | 281 | 606 | (500) |
Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities | 281 | 219 | 461 |
Acquisition and other costs1 | 2,660 | 2,706 | 1,962 |
Adjusted EBITDA | 37,590 | 48,821 | 50,973 |
Foreign Exchange Forward [Member] | |||
Loss (gain) on change in the fair value of forward contracts | 0 | 606 | (500) |
Ting [Member] | |||
External Revenues | 42,425 | 25,327 | 17,151 |
Intersegment Revenues | 0 | ||
Revenues | 42,425 | 25,327 | 17,151 |
Direct cost of revenues | 17,004 | 12,035 | 6,856 |
Segment Gross Margin | 25,421 | 13,292 | 10,295 |
Adjusted EBITDA | (21,557) | (18,778) | (6,349) |
Adjusted EBITDA | (21,557) | (18,778) | (6,349) |
Wavelo [Member] | |||
External Revenues | 23,632 | 16,781 | 1,839 |
Intersegment Revenues | 712 | ||
Revenues | 24,344 | 16,781 | 1,839 |
Direct cost of revenues | 2,926 | 1,308 | 183 |
Segment Gross Margin | 21,418 | 15,473 | 1,656 |
Adjusted EBITDA | 3,875 | 7,334 | (5,381) |
Adjusted EBITDA | 3,875 | 7,334 | (5,381) |
Tucows Domains [Member] | |||
External Revenues | 243,158 | 245,576 | 242,254 |
Intersegment Revenues | 0 | ||
Revenues | 243,158 | 245,576 | 242,254 |
Direct cost of revenues | 166,890 | 167,488 | 167,451 |
Segment Gross Margin | 76,268 | 78,088 | 74,803 |
Adjusted EBITDA | 44,834 | 47,765 | 46,158 |
Adjusted EBITDA | 44,834 | 47,765 | 46,158 |
Corporate Segment [Member] | |||
External Revenues | 11,927 | 16,653 | 49,958 |
Intersegment Revenues | (712) | ||
Revenues | 11,215 | 16,653 | 49,958 |
Direct cost of revenues | 9,448 | 12,208 | 25,911 |
Segment Gross Margin | 1,767 | 4,445 | 24,047 |
Adjusted EBITDA | 10,438 | 12,500 | 16,545 |
Adjusted EBITDA | $ 10,438 | $ 12,500 | $ 16,545 |
Note 20 - Segment Reporting - S
Note 20 - Segment Reporting - Summary of Cost of Revenues From Each Significant Revenue Stream (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Network, other costs | $ 17,433 | $ 14,769 | $ 10,194 |
Cost of Revenue | 242,894 | 226,044 | 225,717 |
Network Expenses [Member] | |||
Network, other costs | 10,194 | ||
Network, depreciation and amortization costs | 29,101 | 18,035 | 13,484 |
Network, impairment | 92 | 201 | 1,638 |
Total Network Expenses | 46,626 | 33,005 | 25,316 |
Network Access Services [Member] | Network Expenses [Member] | |||
Network, other costs | 17,433 | ||
Network Access Services [Member] | Fiber Internet Services [Member] | |||
Cost of revenue | 17,004 | 12,035 | 6,856 |
Network Access Services [Member] | Platform Services [Member] | |||
Cost of revenue | 1,294 | 504 | 183 |
Network Access Services [Member] | Other Services [Member] | |||
Cost of revenue | 1,632 | 804 | 0 |
Network Access Services [Member] | Wavelo [Member] | |||
Cost of revenue | 2,926 | 1,308 | 183 |
Domain Name Services [Member] | Network Expenses [Member] | |||
Network, other costs | 14,769 | ||
Domain Name Services [Member] | Wholesale [Member] | |||
Cost of revenue | 150,408 | 149,757 | 149,804 |
Domain Name Services [Member] | Retail Services [Member] | |||
Cost of revenue | 16,482 | 17,731 | 17,647 |
Domain Name Services [Member] | Tucows Domains [Member] | |||
Cost of revenue | 166,890 | 167,488 | 167,451 |
Domain Name Services [Member] | Mobile Services and Elimination [Member] | |||
Cost of revenue | 9,448 | 12,208 | 25,911 |
Domain Name Services [Member] | Domain Services [Member] | Wholesale [Member] | |||
Cost of revenue | 147,894 | 147,213 | 146,788 |
Domain Name Services [Member] | Value Added Services [Member] | Wholesale [Member] | |||
Cost of revenue | $ 2,514 | $ 2,544 | $ 3,016 |
Note 20 - Segment Reporting -_2
Note 20 - Segment Reporting - Summary of Property and Equipment by Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property and equipment | $ 281,495 | $ 172,662 |
CANADA | ||
Property and equipment | 1,240 | 1,994 |
UNITED STATES | ||
Property and equipment | 280,219 | 170,630 |
Europe [Member] | ||
Property and equipment | $ 36 | $ 38 |
Note 20 - Segment Reporting -_3
Note 20 - Segment Reporting - Summary of Amortizable Intangible Assets by Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Amortizable intangible assets | $ 27,506 | $ 38,118 |
CANADA | ||
Amortizable intangible assets | 2,736 | 1,386 |
UNITED STATES | ||
Amortizable intangible assets | $ 24,770 | $ 36,732 |
Note 20 - Segment Reporting -_4
Note 20 - Segment Reporting - Summary of Deferred Tax Asset, Net of Valuation Allowance (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets, net | $ 13,152 | $ 9,222 |
Foreign Tax Authority [Member] | ||
Deferred tax assets, net | 0 | 22 |
CANADA | ||
Deferred tax assets, net | $ 0 | $ 22 |
Note 20 - Segment Reporting -_5
Note 20 - Segment Reporting - Summary of Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance at beginning of period | $ 541 | $ 222 |
Charged to costs and expenses | 152 | 319 |
Write-offs during period | 0 | 0 |
Balance at end of period | $ 693 | $ 541 |
Note 21 - Subsequent events (De
Note 21 - Subsequent events (Details Textual) $ / shares in Units, $ in Millions | Mar. 14, 2023 USD ($) | Jan. 30, 2023 USD ($) $ / shares shares | Dec. 30, 2023 | Sep. 30, 2023 | Sep. 23, 2023 | Feb. 10, 2023 USD ($) | Feb. 09, 2023 USD ($) | Aug. 08, 2022 | Feb. 11, 2022 | Oct. 26, 2021 USD ($) | Jun. 14, 2019 USD ($) |
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | |||||||||||
Total Funded Debt to EBITDA Ratio | 2 | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 240 | $ 180 | |||||||||
Maximum Total Funded Debt to EBITDA Ratio | 3.75 | 4 | |||||||||
Minimum Fixed Charge Coverage Ratio | 3 | ||||||||||
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | Restated Senior Secured Credit Agreement [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 240 | ||||||||||
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | Accordion Facility [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60 | ||||||||||
Subsequent Event [Member] | Series A Preferred Units [Member] | |||||||||||
Preferred Units, Issued (in shares) | shares | 5,000,000 | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 6 | ||||||||||
Unit Purchase Agreement, Milestone Method, Additional Revenue | $ 30 | ||||||||||
Unit Purchase Agreement, Milestone Method, Future Capital Commitment | $ 82.5 | ||||||||||
Subsequent Event [Member] | Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | |||||||||||
Maximum Total Funded Debt to EBITDA Ratio | 3.75 | 4 | 4.50 | ||||||||
Minimum Fixed Charge Coverage Ratio | 3 | ||||||||||
Line of Credit Facility, Periodic Payment | $ 2.8 | ||||||||||
Subsequent Event [Member] | Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | Accordion Facility [Member] | |||||||||||
Line of Credit Facility, Suspended Amount | $ 60 | ||||||||||
Stock Buyback Program 2023 [Member] | Subsequent Event [Member] | |||||||||||
Stock Repurchase Program, Authorized Amount | $ 40 | $ 40 |