Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000909494 | |
Entity Registrant Name | TUCOWS INC /PA/ | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 1-32600 | |
Entity Incorporation, State or Country Code | PA | |
Entity Tax Identification Number | 23-2707366 | |
Entity Address, Address Line One | 96 Mowat Avenue | |
Entity Address, City or Town | Toronto | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | M6K 3M1 | |
Entity Address, Country | CA | |
City Area Code | 416 | |
Local Phone Number | 535-0123 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | TCX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,950,656 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 66,590 | $ 92,687 |
Restricted cash included in funds held by trustee | 4,034 | 3,639 |
Accounts receivable, net of allowance for doubtful accounts of $515 as of March 31, 2024 and $511 as of December 31, 2023 | 19,683 | 22,206 |
Contract asset, net (note 10) | 124 | 1,417 |
Inventory | 6,095 | 6,786 |
Prepaid expenses and deposits | 16,142 | 17,387 |
Derivative instrument asset (note 4) | 571 | 2,277 |
Deferred costs of fulfillment, current portion (note 11) | 100,346 | 95,649 |
Income taxes recoverable | 346 | 709 |
Total current assets | 213,931 | 242,757 |
Deferred costs of fulfillment, long-term portion (note 11) | 15,741 | 15,419 |
Investments | 2,012 | 2,012 |
Restricted cash included in secured notes reserve funds | 8,760 | 8,652 |
Property and equipment, net | 350,397 | 339,644 |
Right of use lease asset | 28,504 | 27,467 |
Contract costs | 2,618 | 2,581 |
Intangible assets, net (note 5) | 27,899 | 29,484 |
Goodwill (note 5) | 130,410 | 130,410 |
Total assets | 780,272 | 798,426 |
Current liabilities: | ||
Accounts payable | 12,770 | 12,676 |
Accrued liabilities | 36,040 | 35,356 |
Customer deposits | 17,780 | 19,335 |
Operating lease liability, current portion (note 12) | 5,518 | 5,397 |
Deferred revenue, current portion (note 10) | 133,363 | 126,733 |
Accreditation fees payable | 687 | 609 |
Income taxes payable | 2,036 | 1,235 |
Total current liabilities | 208,194 | 201,341 |
Deferred revenue, long-term portion (note 10) | 21,744 | 21,350 |
Operating lease liability, long-term portion (note 12) | 18,908 | 18,255 |
Syndicated revolver (note 6) | 205,001 | 210,354 |
Notes payable (note 7) | 223,791 | 222,895 |
Deferred tax liability | 2,966 | 2,966 |
Stockholders' deficit (note 14) | ||
Common stock - no par value, 250,000,000 shares authorized; 10,928,623 shares issued and outstanding as of March 31, 2024 and 10,903,405 shares issued and outstanding as of December 31, 2023 (note 14) | 35,035 | 34,373 |
Additional paid-in capital | 15,370 | 14,072 |
Accumulated deficit | (66,782) | (40,298) |
Accumulated other comprehensive income (note 4) | 433 | 1,728 |
Total stockholders' deficit | (15,944) | 9,875 |
Total liabilities and stockholders' deficit | 780,272 | 798,426 |
Contingencies (note 20) | ||
Series A Preferred Units [Member] | ||
Current liabilities: | ||
Total Redeemable preferred units | $ 115,612 | $ 111,390 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts receivable, allowance for doubtful accounts | $ 515 | $ 511 |
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) | 10,928,623 | 10,903,405 |
Common stock, shares outstanding (in shares) | 10,928,623 | 10,903,405 |
Series A Preferred Units [Member] | ||
Preferred stock, no par value (in dollars per share) | $ 0 | $ 0 |
Preferred shares authorized (in shares) | 33,333,333 | 33,333,333 |
Preferred shares issued (in shares) | 15,243,600 | 15,243,600 |
Preferred shares outstanding (in shares) | 15,243,600 | 15,243,600 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net Revenues | $ 87,457 | $ 80,430 |
Cost of revenues (note 10) | ||
Direct cost of revenues | 51,794 | 49,290 |
Network, other costs | 7,064 | 6,323 |
Network, depreciation of property and equipment | 9,865 | 8,436 |
Network, amortization of intangible assets (note 5) | 365 | 378 |
Network, impairment of property and equipment | 53 | 1,942 |
Total cost of revenues | 69,141 | 66,369 |
Gross profit | 18,316 | 14,061 |
Expenses: | ||
Sales and marketing | 18,565 | 15,737 |
Technical operations and development | 5,016 | 4,815 |
General and administrative | 9,818 | 8,146 |
Depreciation of property and equipment | 122 | 152 |
Amortization of intangible assets (note 5) | 1,314 | 2,494 |
Total expenses | 34,835 | 31,344 |
Loss from operations | (16,519) | (17,283) |
Other income (expenses): | ||
Interest expense, net | (11,879) | (7,880) |
Income earned on sale of transferred assets, net (note 17) | 3,621 | 4,370 |
Other income (expense), net | 67 | 0 |
Total other income (expense) | (8,191) | (3,510) |
Loss before provision for income taxes | (24,710) | (20,793) |
Provision (recovery) for income taxes | 1,774 | (1,710) |
Net loss for the period | (26,484) | (19,083) |
Other comprehensive income (loss), net of tax | ||
Unrealized income (loss) on hedging activities (note 4) | (1,126) | 68 |
Net amount reclassified to earnings (note 4) | (169) | (236) |
Other comprehensive loss net of tax recovery of $413 and $52 for the three months ended March 31, 2024 and March 31, 2023 (note 4) | (1,295) | (168) |
Comprehensive loss, for the period | $ (27,779) | $ (19,251) |
Basic and diluted loss per common share (note 9) (in dollars per share) | $ (2.42) | $ (1.77) |
Shares used in computing basic and diluted loss per common share (note 9) (in shares) | 10,923,599 | 10,806,321 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Other comprehensive income (loss),Tax Expense (Recovery) | $ 413 | $ 52 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net loss for the period | $ (26,484) | $ (19,083) |
Items not involving cash: | ||
Depreciation of property and equipment | 9,987 | 8,588 |
Impairment of property and equipment | 53 | 1,942 |
Amortization of debt discount and issuance costs | 1,067 | 238 |
Amortization of intangible assets | 1,679 | 2,872 |
Net amortization contract costs | (37) | (149) |
Deferred income taxes (recovery) | 385 | (2,710) |
Excess tax benefits on share-based compensation expense | 0 | (1) |
Net Right of use operating assets/Operating lease liability | (263) | (82) |
Disposal of domain names | 2 | 0 |
Accretion of redeemable preferred units | 3,755 | 3,037 |
Loss on change in the fair value of forward contracts | 0 | 745 |
Amortization of discontinued cash flow hedge | 0 | (572) |
Stock-based compensation expense | 1,873 | 2,246 |
Change in non-cash operating working capital: | ||
Accounts receivable | 2,523 | (5,769) |
Contract assets | 1,293 | 2,191 |
Inventory | 691 | 745 |
Prepaid expenses and deposits | 1,245 | (1,326) |
Deferred costs of fulfillment | (5,019) | (3,956) |
Income taxes recoverable | 366 | 518 |
Accounts payable | 318 | (156) |
Accrued liabilities | (4,659) | (926) |
Customer deposits | (1,555) | 343 |
Deferred revenue | 7,024 | 6,303 |
Accreditation fees payable | 78 | (289) |
Net cash provided by (used in) operating activities | (5,678) | (5,251) |
Financing activities: | ||
Proceeds from redeemable preferred units | 0 | 30,000 |
Deferred preferred financing costs | 0 | 145 |
Contingent payments for acquisitions | 0 | (1,600) |
Repayment of syndicated revolver | (5,500) | (2,800) |
Deferred syndicate revolver issued | 0 | (305) |
Net cash provided by (used in) financing activities | (5,500) | 25,440 |
Investing activities: | ||
Additions to property and equipment | (14,320) | (31,746) |
Acquisition of intangible assets | (96) | (166) |
Net cash provided by (used in) investing activities | (14,416) | (31,912) |
Increase (decrease) in cash and cash equivalents, restricted cash, and restricted cash equivalents | (25,594) | (11,723) |
Cash and cash equivalents, restricted cash, and restricted cash equivalents beginning of period | 104,978 | 23,496 |
Cash and cash equivalents, restricted cash, and restricted cash equivalents end of period | 79,384 | 11,773 |
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents within the interim consolidated balance sheets to the amounts shown in the interim consolidated statements of cash flows above: | ||
Cash and cash equivalents | 66,590 | 11,773 |
Restricted cash included in funds held by trustee | 4,034 | 0 |
Restricted cash included in secured notes reserve funds | 8,760 | 0 |
Total Cash and cash equivalents, restricted cash, and restricted cash equivalents end of period | 79,384 | 11,773 |
Supplemental cash flow information: | ||
Interest paid | 9,009 | 3,885 |
Income taxes paid, net | 695 | 501 |
Supplementary disclosure of non-cash investing and financing activities: | ||
Property and equipment acquired during the period not yet paid for | $ 5,945 | $ 1,581 |
Note 1 - Organization of the Co
Note 1 - Organization of the Company | 3 Months Ended |
Mar. 31, 2024 | |
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) is a corporate parent, allocating capital and providing efficient shared services to its three |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | 2. The accompanying unaudited interim consolidated balance sheets, and the related consolidated statements of operations and comprehensive loss and cash flows reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the financial position of Tucows and its subsidiaries as of March 31, 2024 March 31, 2024 2023 10 not may The accompanying unaudited interim consolidated financial statements have been prepared by Tucows in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and U.S. Generally Accepted Accounting Principles issued by the Financial Accounting Standards Board. Certain information and footnote disclosures normally included in the Company's annual audited consolidated financial statements and accompanying notes have been condensed or omitted. These interim consolidated financial statements and accompanying notes follow the same accounting policies and methods of application used in the annual financial statements and should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2023 2023 10 April 1, 2024 2023 no three March 31, 2024 2023 |
Note 3 - Recent Accounting Pron
Note 3 - Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | 3. Recent Accounting Pronouncements Not In November 2023, 2023 07, 280 2023 07 280 280 2023 07 not 2023 07 not 2023 07 2023 07 December 15, 2023, December 15, 2024. In December 2023, 2023 09 740 2023 09 2023 09 2023 09 December 15, 2024, not In February 2024, 2024 02 2024 02 not 2024 02 not 2024 02 January 1, 2025 not In March 2024, first December 31, 2027. |
Note 4 - Derivative Instruments
Note 4 - Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 4. The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are foreign exchange rate risk and formerly interest rate risk. Since October 2012, May 2020, 2019 third 2022, June 2023, March 31, 2024 no The Company does not one twelve June 30, 2023. The Company has designated certain of these foreign exchange transactions as cash flow hedges of forecasted transactions under ASU 2017 12, 815 815” 815, March 31, 2024 December 31, 2023 no As of March 31, 2024 815 As of December 31, 2023 815 As of March 31, 2024 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 April - June 2024 13,840 1.3678 151 July - September 2024 16,974 1.3697 228 October - December 2024 13,795 1.3686 192 $ 44,609 1.3688 $ 571 Fair value of derivative instruments and effect of derivative instruments on financial performance The effect of these derivative instruments on our consolidated financial statements were as follows (amounts presented do not Fair value of derivative instruments in the consolidated balance sheets Derivatives (Dollar amounts in thousands of U.S. dollars) Balance Sheet Location As of March 31, 2024 Fair Value Asset As of December 31, 2023 Fair Value Asset Foreign Currency forward contracts designated as cash flow hedges (net) Derivative instruments $ 571 $ 2,277 Total foreign currency forward contracts (net) Derivative instruments $ 571 $ 2,277 Movement in AOCI balance for the three March 31, 2024 (Dollar amounts in thousands of U.S. dollars) Gains and losses on cash flow hedges Tax impact Total AOCI Opening AOCI Balance - December 31, 2023 $ 2,275 $ (547 ) $ 1,728 Other comprehensive income (loss) before reclassifications (1,485 ) 359 (1,126 ) Amount reclassified from AOCI (223 ) 54 (169 ) Other comprehensive income (loss) for the three months ended March 31, 2024 (1,708 ) 413 (1,295 ) Ending AOCI Balance - March 31, 2024 $ 567 $ (134 ) $ 433 Effects of derivative instruments on income and OCI for the three March 31, 2024 2023 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 $ 184 Foreign currency forward contracts for the three months ended March 31, 2024 $ (1,126 ) Cost of revenues $ 39 Operating expenses $ (211 ) Foreign currency forward contracts for the three months ended March 31, 2023 $ 68 Cost of revenues $ (50 ) Interest rate swap contract for the three months ended March 31, 2023 $ - Interest expense, net $ - |
Note 5 - Goodwill and Other Int
Note 5 - Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 5. Goodwill: Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in our acquisitions. The Company's Goodwill balance remained consistent at $130.4 million as of March 31, 2024 December 31, 2023 Goodwill is not three March 31, 2024 2023 Other Intangible Assets: Intangible assets consist of acquired brand, technology, customer relationships, surname domain names, direct navigation domain names and network rights. The Company considers its intangible assets consisting of surname domain names and direct navigation domain names as indefinite life intangible assets. The Company has the exclusive right to these domain names as long as the annual renewal fees are paid to the applicable registry. Renewals occur routinely and at a nominal cost. The indefinite life intangible assets are not March 31, 2024 March 31, 2023 June 2006 Intangible assets, comprising brand, technology, customer relationships and network rights are being amortized on a straight-line basis over periods of two fifteen For the three March 31, 2024 seven Net book value of acquired intangible assets consist of the following (Dollar amounts in thousands of U.S. dollars): Surname domain names Direct navigation domain names Brand Customer relationships Technology Network rights Total Amortization period indefinite life indefinite life 7 years 3 - 7 years 2 - 7 years 15 years Balances, December 31, 2023 $ 11,151 $ 1,128 $ 870 $ 13,303 $ 2,148 $ 884 $ 29,484 Acquisition of customer relationships - - - 96 - - 96 Additions to/(disposals from) domain portfolio, net (2 ) - - - - - (2 ) Amortization expense - - (222 ) (1,277 ) (155 ) (25 ) (1,679 ) Balances, March 31, 2024 $ 11,149 $ 1,128 $ 648 $ 12,122 $ 1,993 $ 859 $ 27,899 The following table shows the estimated amortization expense for each of the next 5 no Year ending December 31, Remainder of 2024 $ 5,418 2025 4,094 2026 2,122 2027 1,634 2028 1,092 Thereafter 1,262 Total $ 15,622 |
Note 6 - Syndicated Revolver
Note 6 - Syndicated Revolver | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 6. 2023 On September 22, 2023, “2023 not “2023 may 3.75:1.00. September 22, 2026, third In connection with the 2023 2023 2019 470. 470 2019 2023 2023 470. During the three March 31, 2024, 2023 Third Amended 2019 In connection with entering into the 2023 September 22, 2023, August 8, 2022, "2019 2023 The 2023 2023 1 not 4.50:1:00 December 30, 2023; ( 4.25:1:00 December 31, 2023 March 30, 2024; ( 4.00:1.00 March 31, 2024 June 29, 2024; 3.75:1.00 2 four not 3.00:1.00. 2026. During the three March 31, 2024 three March 31, 2023 Borrowings under the 2023 If Total Funded Debt to EBITDA is: Availment type or fee Less than 2.00 Greater than or equal to 2.00 and less than 2.75 Greater than or equal to 2.75 and less than 3.50 Greater than or equal to 3.50 and less than 4.00 Greater than or equal to 4.00 Canadian dollar borrowings based on the Canadian Dollar Offered Rate or U.S. dollar borrowings based on SOFR and letter of credit fees (Margin) 1.50 % 2.00 % 2.50 % 3.00 % 3.50 % Canadian borrowings based on Prime Rate or Canadian or U.S. dollar borrowings based on Base Rate (Margin) 0.25 % 0.75 % 1.25 % 1.75 % 2.25 % Standby fees 0.30 % 0.40 % 0.50 % 0.60 % 0.70 % The following table summarizes Excluding-Ting's borrowings under the credit facilities (Dollar amounts in thousands of U.S. dollars): March 31, 2024 December 31, 2023 Revolver $ 206,400 $ 211,900 Less: unamortized debt discount and issuance costs (1,399 ) (1,546 ) Total Syndicated Revolver 205,001 210,354 Less: Syndicated Revolver, current portion - - Syndicated Revolver, long-term portion $ 205,001 $ 210,354 |
Note 7 - Notes Payable
Note 7 - Notes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Long-Term Debt [Text Block] | 7. 2023 On May 4, 2023 ( 2023 1, 2, 2023 1, 2023 1, “2023 1933, 2023 The debt discount and issuance costs of the 2023 five three March 31, 2024, 2023 The 2023 May 4, 2023 ( 2023 1 May 4, 2023, ( 2023 1 2023 2023 April 2053, 2023 April 2028. not 2023 2023 2023 x 2023 2 2023 2023 The 2023 2023 2023 not As of March 31, 2024, March 31, 2024, 2023 2027. The following table summarizes Ting's borrowings under the 2023 March 31, 2024 December 31, 2023 Principal $ 238,505 $ 238,505 Less: unamortized issuance costs (5,511 ) (5,847 ) Less: unamortized discount (9,203 ) (9,763 ) Total notes payable 223,791 222,895 Less: notes payable, current portion - - Note payable, long-term portion(1) $ 223,791 $ 222,895 ( 1 three March 31, 2024 March 31, 2023, nil 2023 Restricted Cash Under the terms of the Indenture, revenues generated from the Securitized Assets are deposited into accounts controlled by the Indenture Trustee within two no 20th At March 31, 2024, ted cash totaled $4.0 million. Under the terms of the Indenture, the Company is also required to maintain a liquidity reserve fund equal to the sum of (A) six May 20, 2023 six 2023 May 20, 2023. 2023 At March 31, 2024 |
Note 8 - Income Taxes
Note 8 - Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 8. The Company’s provision for income taxes for interim periods is determined by using an estimated annual effective tax rate, adjusted for discrete items arising during the quarter. At each quarter, the Company updates the estimated annual effective tax rate and makes a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to volatility due to several factors, including accurately forecasting the Company’s net income before tax and taxable income or loss and the mix of tax jurisdictions to which they relate, intercompany transactions, and changes in statutes, regulations, and case law. For the three March 31, 2024 , the Company recorded an income tax of $1.8 million on net loss before income taxes of million using an estimated effective tax rate for the fiscal year ending December 31, 2024 three March 31, 2024 differs from the U.S. federal statutory rate primarily due to changes in valuation allowance on net operating losses and the impact of foreign earnings. Comparatively, for the three March 31, 2023, December 31, 2023 three March 31, 2023 |
Note 9 - Basic and Diluted Earn
Note 9 - Basic and Diluted Earnings (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 9. The following table reconciles the numerators and denominators of the basic and diluted earnings per common share computation (Dollar amounts in thousands of US dollars, except for share data): Three Months Ended March 31, 2024 2023 Numerator for basic and diluted loss per common share: Net loss for the period $ (26,484 ) $ (19,083 ) Denominator for basic and diluted loss per common share: Basic weighted average number of common shares outstanding 10,923,599 10,806,321 Effect of outstanding stock options - - Diluted weighted average number of shares outstanding 10,923,599 10,806,321 Basic and diluted loss per common share $ (2.42 ) $ (1.77 ) For the three March 31, 2024 March 31, 2023 |
Note 10 - Revenue
Note 10 - Revenue | 3 Months Ended |
Mar. 31, 2024 | |
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 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 13 (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 CSPs to whom we also provide other professional services. Platform service agreements contain both platform services and professional services. Platform services offer a variety of solutions that support CSPs, including subscription and billing management, network orchestration and provisioning, and individual developer tools through a single, cloud based service. Consideration under platform service arrangements includes both a variable component that changes each month depending on the number of subscribers hosted on the platform, as well as platform payments and credits. The Company estimates platform payment and credit consideration over the term of the contract and recognizes the portion related to platform services evenly over the term of the contract. The Company recognizes variable subscriber fees, as the fees are invoiced. Platform services represent a single promise to provide continuous access (i.e. a stand-ready performance obligation) to the platform. As each month of providing access to the platform is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided, the performance obligation consists of a series of distinct service periods. Professional services provided under platform service arrangements can include implementation, training, consulting or software development/modification services. Revenues related to professional services are distinct from the other promises in the contract(s) and are recognized as the related services are performed, on the basis of hours consumed. Platform payment and credit consideration is allocated between the platform services and professional services performance obligations by estimating the standalone selling price (“SSP”) of each performance obligation. The Company estimates the SSP of professional services based on observable standalone sales. The SSP of platform services is derived using the residual approach by estimating the total contract consideration and may Other professional services consist of professional service arrangements with platform services customers which are billed based on separate Statement of Work (“SOW”) arrangements for bespoke feature development. Revenues for professional services contracted through separate SOWs are recognized at a point-in-time when the final acceptance criteria have been met. (c) Tucows Domains Domain registration contracts, which can be purchased for terms of one ten Domain related value-added services like digital certifications, WHOIS privacy, website hosting and hosted email provide our resellers and retail registrant customers with tools and additional functionality to be used in conjunction with domain registrations. All domain related value-added services are considered distinct performance obligations which transfer the promised service to the customer over the contracted term. Fees charged to customers for domain related value-added services are collected at the inception of the contract, and revenue is recognized on a straight-line basis over the contracted term, consistent with the satisfaction of the performance obligations. The Company is an ICANN accredited registrar. Thus, the Company is the primary obligor with our reseller and retail registrant customers and is responsible for the fulfillment of our registrar services to those parties. As a result, the Company reports revenue in the amount of the fees we receive directly from our reseller and retail registrant customers. Our reseller customers maintain the primary obligor relationship with their retail customers, establish pricing and retain credit risk to those customers. Accordingly, the Company does not The Company also sells the rights to the Company’s portfolio domains or names acquired through the Company’s domain expiry stream. Revenue generated from sale of domain name contracts, containing a distinct performance obligation to transfer the domain name rights under the Company’s control, is generally recognized once the rights have been transferred and payment has been received in full. Advertising revenue is derived through domain parking monetization, whereby the Company contracts with third no Disaggregation of Revenue The following is a summary of the Company’s revenue earned from each significant revenue stream (Dollar amounts in thousands of U.S. dollars): Three Months Ended March 31, 2024 2023 Ting: Fiber Internet Services $ 14,102 $ 11,853 Wavelo: Platform Services 9,365 6,498 Other Professional Services 25 802 Total Wavelo 9,390 7,300 Tucows Domains Wholesale Domain Services 48,151 46,293 Value Added Services 4,703 4,531 Total Wholesale 52,854 50,824 Retail 9,028 8,418 Total Tucows Domains 61,882 59,242 Tucows Corporate: Mobile services and eliminations 2,083 2,035 $ 87,457 $ 80,430 During the three March 31, 2024 three March 31, 2023 one 10% At March 31, 2024 , one % December 31, 2023, The following is a summary of the Company’s cost of revenue from each significant revenue stream (Dollar amounts in thousands of U.S. dollars): Three Months Ended March 31, 2024 2023 Ting: Fiber Internet Services $ 5,360 $ 3,985 Wavelo: Platform Services 332 334 Other Professional Services 19 692 Total Wavelo 351 1,026 Tucows Domains: Wholesale Domain Services 38,663 37,002 Value Added Services 547 606 Total Wholesale 39,210 37,608 Retail 4,136 4,113 Total Tucows Domains 43,346 41,721 Tucows Corporate: Mobile services and eliminations 2,737 2,558 Network Expenses: Network, other costs 7,064 6,323 Network, depreciation of property and equipment 9,865 8,436 Network, amortization of intangible assets 365 378 Network, impairment of property and equipment 53 1,942 Total Network Expenses 17,347 17,079 $ 69,141 $ 66,369 During the three March 31, 2024 Network expenses included $0.1 million of impairment of property and equipment. During the three March 31, 2023, no Contract Balances The following tables provide information about contract assets and contract liabilities (deferred revenue) from contracts with customers. The Company accounts for contract assets and liabilities on a contract-by-contract basis, with each contract presented as either a net contract asset or a net contract liability accordingly. Some of the Company’s long-term contracts with customers are billed in advance of service, such as domain contracts and some professional service contracts. Consideration received from customers related to performance obligations which have not Deferred revenue primarily relates to the portion of the transaction price received in advance related to the unexpired term of domain name registrations and other domain related value-added services, on both a wholesale and retail basis, net of external commissions. Significant changes in deferred revenue for the three March 31, 2024 Deferred revenue: March 31, 2024 Balance, beginning of period $ 148,083 Deferred revenue 64,054 Recognized revenue (57,030 ) Balance, end of period $ 155,107 The Company receives consideration for long-term mobile platform service contracts, which we collect variably each month depending on the number of subscribers hosted on the platform (subject to certain minimums) as well as through certain fixed platform fees and credits. Contract assets are recorded for services delivered under long-term mobile platform services contracts, to the extent that the services delivered exceed the services which have been billed to the customer at the reporting date. Contract assets are transferred to receivables when the rights to consideration become unconditional. All contract assets transfer to receivables within three three March 31, 2024 Contract assets : March 31, 2024 Balance, beginning of period $ 1,417 Consideration recognized as revenue 8,888 Transferred to receivables (10,181 ) Balance, end of period $ 124 Remaining Performance Obligations For retail mobile and internet access services, where the performance obligation is part of contracts that have an original expected duration of one one not Although domain registration contracts are deferred over the lives of the individual contracts, which can range from one ten 80 twelve Deferred revenue related to Exact hosting contracts is also deferred over the lives of the individual contracts, which are expected to be fully recognized within the next twelve Professional service revenue related to platform services may not |
Note 11 - Costs to Obtain and F
Note 11 - Costs to Obtain and Fulfill a Contract | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Capitalized Contract Costs [Text Block] | 11. 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 The breakdown of the movement in the deferred costs of fulfillment balance for the three March 31, 2024 March 31, 2024 Balance, beginning of period $ 111,068 Deferral of costs 49,095 Amortized expense included in cost of revenue (44,076 ) Balance, end of period $ 116,087 |
Note 12 - Leases
Note 12 - Leases | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 12. We lease datacenters, corporate offices and fiber-optic cables under operating leases. The Company does not Our leases have remaining lease terms of 1 year to 20 years, some of which may may The components of lease expense were as follows (Dollar amounts in thousands of U.S. dollars): For the Three Months Ended March 31, 2024 2023 Operating Lease Cost (leases with a total term greater than 12 months) $ 1,663 $ 1,273 Short-term Lease Cost (leases with a total term of 12 months or less) 8 87 Variable Lease Cost 575 434 Total Lease Cost $ 2,246 $ 1,794 Lease Cost is presented in general and administrative expenses and network expenses within our consolidated statements of operations and comprehensive loss. Information related to leases was as follows (Dollar amounts in thousands of U.S. dollars): For the Three Months Ended March 31, Supplemental cash flow information: 2024 2023 Operating Lease - Operating Cash Flows (Fixed Payments) $ 1,843 $ 1,378 Operating Lease - Operating Cash Flows (Liability Reduction) $ 1,482 $ 1,219 Change due to new Right of Use Assets - Operating Leases $ 2,404 $ 2,821 Supplemental balance sheet information related to leases: March 31, 2024 December 31, 2023 Weighted Average Discount Rate 7.27 % 6.92 % Weighted Average Remaining Lease Term 11.44 yrs 10.57 yrs Maturity of lease liability as of March 31, 2024 March 31, 2024 Remaining of 2024 $ 5,266 2025 5,603 2026 3,728 2027 2,454 2028 2,019 Thereafter 18,720 Total future lease payments 37,790 Less imputed interest 13,365 Total $ 24,426 Operating lease payments include payments under the non-cancellable term, without any additional amounts related to options to extend lease terms that are reasonably certain of being exercised. As of March 31, 2024 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 - Segment Reporting
Note 13 - Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 13. Reportable operating segments We are organized and managed based on three No Certain revenues and expenses disclosed under the Corporate category are excluded from segment EBITDA results as they are centrally managed and not Our reportable operating segments and their principal activities consist of the following: 1. 2. 3. Our segmented results include shared services allocations, including a profit margin, from Tucows Corporate for Finance, Human Resources and other technical services, to the operating units. In addition, Wavelo charges Ting a subscriber based monthly charge for 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 Information by reportable segments (with the exception of disaggregated revenue, which is discussed in “Note 10 Reconciliation of Loss before Provision for Income Taxes to Adjusted EBITDA Three Months Ended March 31, (In Thousands of US Dollars) 2024 2023 Net Loss for the period $ (26,484 ) $ (19,083 ) Less: Provision (recovery) for income taxes 1,774 (1,710 ) Depreciation of property and equipment 9,987 8,588 Impairment and loss on disposition of property and equipment 53 1,942 Amortization of intangible assets 1,679 2,872 Interest expense, net 11,879 7,880 Stock-based compensation 1,873 2,246 Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities 390 40 Acquisition and other costs 1 3,051 255 Adjusted EBITDA $ 4,202 $ 3,030 1 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Three Months Ended March 31, 2024 Net revenues External revenues $ 14,102 $ 9,191 $ 61,882 $ 2,282 $ 87,457 Intersegment revenues - 199 - (199 ) - Total net revenues 14,102 9,390 61,882 2,083 87,457 Direct cost of revenues 5,360 351 43,346 2,737 51,794 Segment gross margin 8,742 9,039 18,536 (654 ) 35,663 Network, other costs 7,064 Network, depreciation of property and equipment 9,865 Network, amortization of intangible assets 365 Network, impairment of property and equipment 53 Gross profit 18,316 Expenses: Sales and marketing 18,565 Technical operations and development 5,016 General and administrative 9,818 Depreciation of property and equipment 122 Amortization of intangible assets 1,314 Total expenses 34,835 Loss from operations (16,519 ) Other income (expenses): Interest expense, net (11,879 ) Income earned on sale of transferred assets 3,621 Other expense, net 67 Total other income (expense) (8,191 ) Loss before provision for income taxes $ (24,710 ) Adjusted EBITDA $ (9,537 ) $ 2,787 $ 10,011 $ 941 $ 4,202 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Three Months Ended March 31, 2023 Net revenues External revenues $ 11,853 $ 6,642 $ 59,242 $ 2,693 $ 80,430 Intersegment revenues - 658 - (658 ) - Total net revenues 11,853 7,300 59,242 2,035 80,430 Direct cost of revenues 3,985 1,026 41,721 2,558 49,290 Segment gross margin 7,868 7,590 17,521 (1,839 ) 31,140 Network, other costs 6,323 Network, depreciation of property and equipment 8,436 Network, amortization of intangible assets 378 Network, impairment of property and equipment 1,942 Gross profit 14,061 Expenses: Sales and marketing 15,737 Technical operations and development 4,815 General and administrative 8,146 Depreciation of property and equipment 152 Amortization of intangible assets 2,494 Total expenses 31,344 Loss from operations (17,283 ) Other income (expenses): Interest expense, net (7,880 ) Income earned on sale of transferred assets 4,370 Total other income (expense) (3,510 ) Loss before provision for income taxes $ (20,793 ) Adjusted EBITDA $ (9,273 ) $ 335 $ 10,338 $ 1,630 $ 3,030 (b) The following is a summary of the Company’s property and equipment by geographic region (Dollar amounts in thousands of US dollars): March 31, 2024 December 31, 2023 Canada $ 891 $ 943 United States 349,501 338,696 Europe 5 5 $ 350,397 $ 339,644 (c) The following is a summary of the Company’s amortizable intangible assets by geographic region (Dollar amounts in thousands of US dollars): March 31, 2024 December 31, 2023 Canada $ 1,709 $ 1,864 United States 13,913 15,341 $ 15,622 $ 17,205 (d) Valuation and qualifying accounts (Dollar amounts in thousands of US dollars): Allowance for doubtful accounts Balance at beginning of period Charged to costs and expenses Write-offs during period Balance at end of period Three Months Ended March 31, 2024 $ 511 $ 4 $ - $ 515 Twelve months ended December 31, 2023 $ 693 $ - $ (182 ) $ 511 |
Note 14 - Stockholders' Deficit
Note 14 - Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Equity [Text Block] | 14. The following table summarizes stockholders' deficit transactions for the three March 31, 2024 ( Accumulated Additional other Total Common stock paid in Retained earnings comprehensive stockholders' Number Amount capital (Accumulated Deficit) income (loss) deficit Balances, December 31, 2023 10,903,405 $ 34,373 $ 14,072 $ (40,298 ) $ 1,728 $ 9,875 Stock-based compensation(1) 25,218 662 1,298 - - 1,960 Net loss - - - (26,484 ) - (26,484 ) Other comprehensive income (loss) - - - - (1,295 ) (1,295 ) Balances, March 31, 2024 10,928,623 $ 35,035 $ 15,370 $ (66,782 ) $ 433 $ (15,944 ) ( 1 350. three March 31, 2024 the Company capitalized $0.1 million of stock-based compensation directly attributable to the development of certain IUS assets. 2024 On February 22, 2024, February 23, 2024 February 22, 2025. three March 31, 2024 not 2023 On February 9, 2023, February 10, 2023 February 9, 2024. three March, 31 2023, not three March 31, 2024 not 2022 On February 10, 2022, February 11, 2022 February 10, 2023. three March 31, 2023 not |
Note 15 - Share-based Payments
Note 15 - Share-based Payments | 3 Months Ended |
Mar. 31, 2024 | |
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 Company calculates expected volatility based on historical volatility of the Company’s common shares. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on historical exercise experience. The Company evaluated historical exercise behavior when determining the expected term assumptions. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company determines the expected dividend yield percentage by dividing the expected annual dividend by the market price of Tucows Inc. common shares at the date of grant. Details of Company stock option transactions for the three March 31, 2024 March 31, 2023 Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 1,132,632 $ 54.61 1,036,748 $ 59.97 Granted 2,500 21.07 10,000 22.36 Exercised - - - - Forfeited (50,044 ) 15.27 (18,423 ) 60.04 Expired (22,874 ) 55.57 (6,725 ) 67.25 Outstanding, end of period 1,062,214 54.30 1,021,600 60.04 Options exercisable, end of period 610,211 $ 61.27 515,204 $ 62.70 As of March 31, 2024 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 $16.47 - $19.78 31,250 19.38 4.7 $ 8 - - - $ - $21.07 - $28.37 140,997 26.19 6.2 - 2,500 22.36 6.0 - $30.70 - $30.74 20,000 30.71 5.7 - 5,000 30.71 5.7 - $40.04 - $48.00 196,929 42.28 5.1 - 64,181 42.87 5.2 - $51.82 - $59.98 174,808 55.73 0.8 - 173,158 55.72 0.8 - $60.01 - $68.41 271,045 62.06 2.3 - 240,743 62.30 2.2 - $70.13 - $79.51 210,685 78.49 3.7 - 114,504 78.18 3.7 - $80.61 - $82.07 16,500 81.27 4.5 - 10,125 81.42 4.5 - 1,062,214 $ 54.30 3.6 $ 8 610,211 $ 61.27 2.5 $ - Total unrecognized compensation cost relating to unvested stock options at March 31, 2024 mately $4.6 m illion and is expected to be recognized over a weighted average period of 2.2 2022 On November 9, 2022 2022 three first three three The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company calculates expected volatility based on the actual volatility of comparable publicly traded companies. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company assumes the expected dividend yield to be zero. Details of Wavelo's stock option transactions for the three March 31, 2024 March 31, 2023 Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 16,333,233 $ 1.28 15,975,528 $ 1.27 Granted 530,000 1.74 580,750 1.27 Exercised - - - - Forfeited (220,272 ) 0.27 (86,683 ) 1.27 Expired (157,705 ) 1.27 - - Outstanding, end of period 16,485,256 1.29 16,469,595 1.27 Options exercisable, end of period 8,610,331 $ 1.27 4,602,003 $ 1.27 As of March 31, 2024 Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $0 - $1.74 16,485,256 1.29 5.6 $ 7,417 8,610,331 1.27 5.6 4,047 16,485,256 $ 1.29 5.6 $ 7,417 8,610,331 $ 1.27 5.6 $ 4,047 Total unrecognized compensation cost relating to unvested stock options at March 31, 2024 mately $4.1 od of 2.0 2022 On January 16, 2023, four not seven The Company calculates expected volatility based on the actual volatility of comparable publicly traded companies. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company assumes the expected dividend yield to be zero. Details of Ting's stock option transactions for the three March 31, 2024 March 31, 2023 Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 7,504,269 $ 6.00 - $ - Granted 18,000 6.00 7,315,000 6.00 Exercised - - - - Forfeited (163,250 ) 6.00 (35,473 ) 6.00 Expired (145,269 ) 6.00 - - Outstanding, end of period 7,213,750 6.00 7,279,527 6.00 Options exercisable, end of period 3,448,984 $ 6.00 1,836,206 $ 6.00 As of March 31, 2024 Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $0 - $6.00 7,213,750 6.00 6.1 $ - 3,448,984 $ 6.00 6.1 $ - 7,213,750 $ 6.00 6.1 $ - 3,448,984 $ 6.00 6.1 $ - Total unrecognized compensation cost relating to unvested stock options at March 31, 2024 matel y $0.5 of 2.3 ears. The Company recorded total stock-based compensation expense of $1.9 million and $2.2 million for the three March 31, 2024 March 31, 2023 Three Months Ended March 31, 2024 2023 Company options $ 1,423 $ 1,504 Wavelo options 469 546 Ting options 68 196 Capitalized stock based compensation (87 ) - Total stock based compensation expense $ 1,873 $ 2,246 During the three March 31, 2024 March 31, 2023, nil |
Note 16 - Fair Value Measuremen
Note 16 - Fair Value Measurement | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 16. 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 of March 31, 2024 March 31, 2024 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 571 $ - $ 571 Total asset, net $ - $ 571 $ - $ 571 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 of December 31, 2023 December 31, 2023 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 2,277 $ - $ 2,277 Total assets, net $ - $ 2,277 $ - $ 2,277 |
Note 17 - Other Income
Note 17 - Other Income | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Other Income and Other Expense Disclosure [Text Block] | 17. On August 1, 2020, one three March 31, 2024 March 31, 2023. (Dollar amounts in thousands of U.S. dollars) Three Months Ended March 31, 2024 2023 Income earned on sale of transferred assets $ 3,621 $ 4,370 Total other income $ 3,621 $ 4,370 The Company recorded interest income amounting to $1.0 million and $0.1 million for the three March 31, 2024 2023 2023 Three Months Ended March 31, 2024 2023 Interest expense $ (12,879 ) $ (7,934 ) Interest income 1,000 54 Interest expense, net $ (11,879 ) $ (7,880 ) |
Note 18 - Redeemable Preferred
Note 18 - Redeemable Preferred Units | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Redeemable Preferred Shares [Policy Text Block] | 18. 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 units 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 three March 31, 2024, The Company incurred $0.9 million of legal fees related to the redeemable preferred unit issuance, which have been reflected as a reduction to the carrying amount of the redeemable preferred unit balance and will be amortized to interest expense, net in the accompanying consolidated statements of operations and comprehensive loss over the expected six On January 30, 2023, On April 21, 2023, On May 4, 2023, with Generate. Under the terms of terms of the Redemption Agreement, Ting Fiber, LLC for a total redemption price of $45.7 million inclusive of the make-whole premium. 470 Terms of the Side Letter Agreement also preclude Ting Fiber, LLC from issuing additional Series A Preferred Units for 365 As of March 31, 2024, 91.5 fourth The following table summarizes the Company’s borrowings under the Unit Purchase Agreement (Dollar amounts in thousands of U.S. dollars): March 31, 2024 December 31, 2023 Opening Balance $ 111,899 $ 91,396 Add: Milestone Funding - 35,000 Add: Accretion of redeemable preferred units (1) 4,196 16,541 Add: Loss on debt extinguishment - 14,680 Less: Redemption of preferred units - (45,718 ) Redeemable preferred shares balance 116,095 111,899 Less: Deferred preferred financing costs (483 ) (509 ) Total Redeemable preferred units $ 115,612 $ 111,390 ( 1 350. three March 31, 2024, March 31, 2023, $0.4 million and $1.1 million The following table summarizes our scheduled repayments as of March 31, 2024 ( Remainder of 2024 $ 7,353 2025 18,639 2026 18,536 2027 18,639 2028 135,474 $ 198,641 |
Note 19 - Restructuring Costs
Note 19 - Restructuring Costs | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Restructuring and Related Activities Disclosure [Text Block] | 19. On February 7, 2024 2024 (the "2024 2024 February 7, 2024 During the three March 31, 2024, ASC 420 "2024 one The costs are recorded within the following financial statement captions on the Consolidated Statements of Operations and Comprehensive Loss (Dollar amounts in thousands of U.S. dollars): Expense Presentation For the Three Months Ended March 31,2024 Direct cost of revenue $ 365 Sales and marketing 1,885 Network, other costs 54 General administrative 256 $ 2,560 All of the costs associated with the 2024 The components of the restructuring charges were as follows (Dollar amounts in thousands of U.S. dollars): Cost Description For the Three Months Ended March 31,2024 One-time pay $ 2,089 Continuation of benefits 280 Outplacement costs 191 Total restructuring charges $ 2,560 As of March 31, 2024, million of costs associated with the 2024 2024 2024 three March 31, 2024 ( Cost Description As of December 31, 2023 Charges for the Three Months Ended March 31,2024 Cash payments made in the Three Months Ended March 31,2024 Balances as of March 31, 2024 One-time pay $ - $ 2,089 $ (1,986 ) $ 103 Continuation of benefits - 280 (280 ) - Outplacement costs - 191 (52 ) 139 Total $ - $ 2,560 $ (2,318 ) $ 242 |
Note 20 - Contingencies
Note 20 - Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 20. From time to time, the Company has legal claims and lawsuits in connection with its ordinary business operations. The Company vigorously defends such claims. While the final outcome with respect to any actions or claims outstanding or pending as of March 31, 2024 not |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | 5. Rule 10b5 1 On September 15, 2023 Elliot Noss President and Chief Executive Officer entered 10b5 1 “10b5 1 10b5 1 may 10b5 1 December 15, 2023. 10b5 1 December 31, 2025 |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Rule 10b5-1 Arrangement Adopted [Flag] | true |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Trading Arrangement, Securities Aggregate Available Amount | 2,295,000 |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Trading Arrangement Adoption Date | September 15, 2023 |
Trading Arrangement, Individual Name | Elliot Noss |
Trading Arrangement, Individual Title | President and Chief Executive Officer |
Trading Arrangement Expiration Date | December 31, 2025 |
Note 4 - Derivative Instrumen_2
Note 4 - Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 April - June 2024 13,840 1.3678 151 July - September 2024 16,974 1.3697 228 October - December 2024 13,795 1.3686 192 $ 44,609 1.3688 $ 571 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | Derivatives (Dollar amounts in thousands of U.S. dollars) Balance Sheet Location As of March 31, 2024 Fair Value Asset As of December 31, 2023 Fair Value Asset Foreign Currency forward contracts designated as cash flow hedges (net) Derivative instruments $ 571 $ 2,277 Total foreign currency forward contracts (net) Derivative instruments $ 571 $ 2,277 |
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, 2023 $ 2,275 $ (547 ) $ 1,728 Other comprehensive income (loss) before reclassifications (1,485 ) 359 (1,126 ) Amount reclassified from AOCI (223 ) 54 (169 ) Other comprehensive income (loss) for the three months ended March 31, 2024 (1,708 ) 413 (1,295 ) Ending AOCI Balance - March 31, 2024 $ 567 $ (134 ) $ 433 |
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 $ 184 Foreign currency forward contracts for the three months ended March 31, 2024 $ (1,126 ) Cost of revenues $ 39 Operating expenses $ (211 ) Foreign currency forward contracts for the three months ended March 31, 2023 $ 68 Cost of revenues $ (50 ) Interest rate swap contract for the three months ended March 31, 2023 $ - Interest expense, net $ - |
Note 5 - Goodwill and Other I_2
Note 5 - Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Surname domain names Direct navigation domain names Brand Customer relationships Technology Network rights Total Amortization period indefinite life indefinite life 7 years 3 - 7 years 2 - 7 years 15 years Balances, December 31, 2023 $ 11,151 $ 1,128 $ 870 $ 13,303 $ 2,148 $ 884 $ 29,484 Acquisition of customer relationships - - - 96 - - 96 Additions to/(disposals from) domain portfolio, net (2 ) - - - - - (2 ) Amortization expense - - (222 ) (1,277 ) (155 ) (25 ) (1,679 ) Balances, March 31, 2024 $ 11,149 $ 1,128 $ 648 $ 12,122 $ 1,993 $ 859 $ 27,899 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year ending December 31, Remainder of 2024 $ 5,418 2025 4,094 2026 2,122 2027 1,634 2028 1,092 Thereafter 1,262 Total $ 15,622 |
Note 6 - Syndicated Revolver (T
Note 6 - Syndicated Revolver (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 2.00 Greater than or equal to 2.00 and less than 2.75 Greater than or equal to 2.75 and less than 3.50 Greater than or equal to 3.50 and less than 4.00 Greater than or equal to 4.00 Canadian dollar borrowings based on the Canadian Dollar Offered Rate or U.S. dollar borrowings based on SOFR and letter of credit fees (Margin) 1.50 % 2.00 % 2.50 % 3.00 % 3.50 % Canadian borrowings based on Prime Rate or Canadian or U.S. dollar borrowings based on Base Rate (Margin) 0.25 % 0.75 % 1.25 % 1.75 % 2.25 % Standby fees 0.30 % 0.40 % 0.50 % 0.60 % 0.70 % |
Schedule of Debt [Table Text Block] | March 31, 2024 December 31, 2023 Revolver $ 206,400 $ 211,900 Less: unamortized debt discount and issuance costs (1,399 ) (1,546 ) Total Syndicated Revolver 205,001 210,354 Less: Syndicated Revolver, current portion - - Syndicated Revolver, long-term portion $ 205,001 $ 210,354 |
Note 7 - Notes Payable (Tables)
Note 7 - Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | March 31, 2024 December 31, 2023 Revolver $ 206,400 $ 211,900 Less: unamortized debt discount and issuance costs (1,399 ) (1,546 ) Total Syndicated Revolver 205,001 210,354 Less: Syndicated Revolver, current portion - - Syndicated Revolver, long-term portion $ 205,001 $ 210,354 |
Ting Issuer LLC [Member] | |
Notes Tables | |
Schedule of Debt [Table Text Block] | March 31, 2024 December 31, 2023 Principal $ 238,505 $ 238,505 Less: unamortized issuance costs (5,511 ) (5,847 ) Less: unamortized discount (9,203 ) (9,763 ) Total notes payable 223,791 222,895 Less: notes payable, current portion - - Note payable, long-term portion(1) $ 223,791 $ 222,895 |
Note 9 - Basic and Diluted Ea_2
Note 9 - Basic and Diluted Earnings (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2024 2023 Numerator for basic and diluted loss per common share: Net loss for the period $ (26,484 ) $ (19,083 ) Denominator for basic and diluted loss per common share: Basic weighted average number of common shares outstanding 10,923,599 10,806,321 Effect of outstanding stock options - - Diluted weighted average number of shares outstanding 10,923,599 10,806,321 Basic and diluted loss per common share $ (2.42 ) $ (1.77 ) |
Note 10 - Revenue (Tables)
Note 10 - Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended March 31, 2024 2023 Ting: Fiber Internet Services $ 14,102 $ 11,853 Wavelo: Platform Services 9,365 6,498 Other Professional Services 25 802 Total Wavelo 9,390 7,300 Tucows Domains Wholesale Domain Services 48,151 46,293 Value Added Services 4,703 4,531 Total Wholesale 52,854 50,824 Retail 9,028 8,418 Total Tucows Domains 61,882 59,242 Tucows Corporate: Mobile services and eliminations 2,083 2,035 $ 87,457 $ 80,430 |
Schedule of Cost of Revenues by Revenue Stream [Table Text Block] | Three Months Ended March 31, 2024 2023 Ting: Fiber Internet Services $ 5,360 $ 3,985 Wavelo: Platform Services 332 334 Other Professional Services 19 692 Total Wavelo 351 1,026 Tucows Domains: Wholesale Domain Services 38,663 37,002 Value Added Services 547 606 Total Wholesale 39,210 37,608 Retail 4,136 4,113 Total Tucows Domains 43,346 41,721 Tucows Corporate: Mobile services and eliminations 2,737 2,558 Network Expenses: Network, other costs 7,064 6,323 Network, depreciation of property and equipment 9,865 8,436 Network, amortization of intangible assets 365 378 Network, impairment of property and equipment 53 1,942 Total Network Expenses 17,347 17,079 $ 69,141 $ 66,369 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | March 31, 2024 Balance, beginning of period $ 148,083 Deferred revenue 64,054 Recognized revenue (57,030 ) Balance, end of period $ 155,107 March 31, 2024 Balance, beginning of period $ 1,417 Consideration recognized as revenue 8,888 Transferred to receivables (10,181 ) Balance, end of period $ 124 |
Note 11 - Costs to Obtain and_2
Note 11 - Costs to Obtain and Fulfill a Contract (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Capitalized Contract Cost [Table Text Block] | March 31, 2024 Balance, beginning of period $ 111,068 Deferral of costs 49,095 Amortized expense included in cost of revenue (44,076 ) Balance, end of period $ 116,087 |
Note 12 - Leases (Tables)
Note 12 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Lease, Cost [Table Text Block] | For the Three Months Ended March 31, 2024 2023 Operating Lease Cost (leases with a total term greater than 12 months) $ 1,663 $ 1,273 Short-term Lease Cost (leases with a total term of 12 months or less) 8 87 Variable Lease Cost 575 434 Total Lease Cost $ 2,246 $ 1,794 For the Three Months Ended March 31, Supplemental cash flow information: 2024 2023 Operating Lease - Operating Cash Flows (Fixed Payments) $ 1,843 $ 1,378 Operating Lease - Operating Cash Flows (Liability Reduction) $ 1,482 $ 1,219 Change due to new Right of Use Assets - Operating Leases $ 2,404 $ 2,821 Supplemental balance sheet information related to leases: March 31, 2024 December 31, 2023 Weighted Average Discount Rate 7.27 % 6.92 % Weighted Average Remaining Lease Term 11.44 yrs 10.57 yrs |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | March 31, 2024 Remaining of 2024 $ 5,266 2025 5,603 2026 3,728 2027 2,454 2028 2,019 Thereafter 18,720 Total future lease payments 37,790 Less imputed interest 13,365 Total $ 24,426 |
Note 13 - Segment Reporting (Ta
Note 13 - Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Condensed Income Statement [Table Text Block] | Reconciliation of Loss before Provision for Income Taxes to Adjusted EBITDA Three Months Ended March 31, (In Thousands of US Dollars) 2024 2023 Net Loss for the period $ (26,484 ) $ (19,083 ) Less: Provision (recovery) for income taxes 1,774 (1,710 ) Depreciation of property and equipment 9,987 8,588 Impairment and loss on disposition of property and equipment 53 1,942 Amortization of intangible assets 1,679 2,872 Interest expense, net 11,879 7,880 Stock-based compensation 1,873 2,246 Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities 390 40 Acquisition and other costs 1 3,051 255 Adjusted EBITDA $ 4,202 $ 3,030 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Three Months Ended March 31, 2024 Net revenues External revenues $ 14,102 $ 9,191 $ 61,882 $ 2,282 $ 87,457 Intersegment revenues - 199 - (199 ) - Total net revenues 14,102 9,390 61,882 2,083 87,457 Direct cost of revenues 5,360 351 43,346 2,737 51,794 Segment gross margin 8,742 9,039 18,536 (654 ) 35,663 Network, other costs 7,064 Network, depreciation of property and equipment 9,865 Network, amortization of intangible assets 365 Network, impairment of property and equipment 53 Gross profit 18,316 Expenses: Sales and marketing 18,565 Technical operations and development 5,016 General and administrative 9,818 Depreciation of property and equipment 122 Amortization of intangible assets 1,314 Total expenses 34,835 Loss from operations (16,519 ) Other income (expenses): Interest expense, net (11,879 ) Income earned on sale of transferred assets 3,621 Other expense, net 67 Total other income (expense) (8,191 ) Loss before provision for income taxes $ (24,710 ) Adjusted EBITDA $ (9,537 ) $ 2,787 $ 10,011 $ 941 $ 4,202 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Three Months Ended March 31, 2023 Net revenues External revenues $ 11,853 $ 6,642 $ 59,242 $ 2,693 $ 80,430 Intersegment revenues - 658 - (658 ) - Total net revenues 11,853 7,300 59,242 2,035 80,430 Direct cost of revenues 3,985 1,026 41,721 2,558 49,290 Segment gross margin 7,868 7,590 17,521 (1,839 ) 31,140 Network, other costs 6,323 Network, depreciation of property and equipment 8,436 Network, amortization of intangible assets 378 Network, impairment of property and equipment 1,942 Gross profit 14,061 Expenses: Sales and marketing 15,737 Technical operations and development 4,815 General and administrative 8,146 Depreciation of property and equipment 152 Amortization of intangible assets 2,494 Total expenses 31,344 Loss from operations (17,283 ) Other income (expenses): Interest expense, net (7,880 ) Income earned on sale of transferred assets 4,370 Total other income (expense) (3,510 ) Loss before provision for income taxes $ (20,793 ) Adjusted EBITDA $ (9,273 ) $ 335 $ 10,338 $ 1,630 $ 3,030 |
Schedule of Property Plant and Equipment by Geographic Region [Table Text Block] | March 31, 2024 December 31, 2023 Canada $ 891 $ 943 United States 349,501 338,696 Europe 5 5 $ 350,397 $ 339,644 |
Schedule of Acquired Intangible Assets by Major Class [Table Text Block] | March 31, 2024 December 31, 2023 Canada $ 1,709 $ 1,864 United States 13,913 15,341 $ 15,622 $ 17,205 |
Financing Receivable, Allowance for Credit Loss [Table Text Block] | Allowance for doubtful accounts Balance at beginning of period Charged to costs and expenses Write-offs during period Balance at end of period Three Months Ended March 31, 2024 $ 511 $ 4 $ - $ 515 Twelve months ended December 31, 2023 $ 693 $ - $ (182 ) $ 511 |
Note 14 - Stockholders' Defic_2
Note 14 - Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Stockholders Equity [Table Text Block] | Accumulated Additional other Total Common stock paid in Retained earnings comprehensive stockholders' Number Amount capital (Accumulated Deficit) income (loss) deficit Balances, December 31, 2023 10,903,405 $ 34,373 $ 14,072 $ (40,298 ) $ 1,728 $ 9,875 Stock-based compensation(1) 25,218 662 1,298 - - 1,960 Net loss - - - (26,484 ) - (26,484 ) Other comprehensive income (loss) - - - - (1,295 ) (1,295 ) Balances, March 31, 2024 10,928,623 $ 35,035 $ 15,370 $ (66,782 ) $ 433 $ (15,944 ) |
Note 15 - Share-based Payments
Note 15 - Share-based Payments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 1,132,632 $ 54.61 1,036,748 $ 59.97 Granted 2,500 21.07 10,000 22.36 Exercised - - - - Forfeited (50,044 ) 15.27 (18,423 ) 60.04 Expired (22,874 ) 55.57 (6,725 ) 67.25 Outstanding, end of period 1,062,214 54.30 1,021,600 60.04 Options exercisable, end of period 610,211 $ 61.27 515,204 $ 62.70 Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 16,333,233 $ 1.28 15,975,528 $ 1.27 Granted 530,000 1.74 580,750 1.27 Exercised - - - - Forfeited (220,272 ) 0.27 (86,683 ) 1.27 Expired (157,705 ) 1.27 - - Outstanding, end of period 16,485,256 1.29 16,469,595 1.27 Options exercisable, end of period 8,610,331 $ 1.27 4,602,003 $ 1.27 Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 7,504,269 $ 6.00 - $ - Granted 18,000 6.00 7,315,000 6.00 Exercised - - - - Forfeited (163,250 ) 6.00 (35,473 ) 6.00 Expired (145,269 ) 6.00 - - Outstanding, end of period 7,213,750 6.00 7,279,527 6.00 Options exercisable, end of period 3,448,984 $ 6.00 1,836,206 $ 6.00 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $16.47 - $19.78 31,250 19.38 4.7 $ 8 - - - $ - $21.07 - $28.37 140,997 26.19 6.2 - 2,500 22.36 6.0 - $30.70 - $30.74 20,000 30.71 5.7 - 5,000 30.71 5.7 - $40.04 - $48.00 196,929 42.28 5.1 - 64,181 42.87 5.2 - $51.82 - $59.98 174,808 55.73 0.8 - 173,158 55.72 0.8 - $60.01 - $68.41 271,045 62.06 2.3 - 240,743 62.30 2.2 - $70.13 - $79.51 210,685 78.49 3.7 - 114,504 78.18 3.7 - $80.61 - $82.07 16,500 81.27 4.5 - 10,125 81.42 4.5 - 1,062,214 $ 54.30 3.6 $ 8 610,211 $ 61.27 2.5 $ - Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $0 - $1.74 16,485,256 1.29 5.6 $ 7,417 8,610,331 1.27 5.6 4,047 16,485,256 $ 1.29 5.6 $ 7,417 8,610,331 $ 1.27 5.6 $ 4,047 Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $0 - $6.00 7,213,750 6.00 6.1 $ - 3,448,984 $ 6.00 6.1 $ - 7,213,750 $ 6.00 6.1 $ - 3,448,984 $ 6.00 6.1 $ - |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended March 31, 2024 2023 Company options $ 1,423 $ 1,504 Wavelo options 469 546 Ting options 68 196 Capitalized stock based compensation (87 ) - Total stock based compensation expense $ 1,873 $ 2,246 |
Note 16 - Fair Value Measurem_2
Note 16 - Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | March 31, 2024 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 571 $ - $ 571 Total asset, net $ - $ 571 $ - $ 571 December 31, 2023 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 2,277 $ - $ 2,277 Total assets, net $ - $ 2,277 $ - $ 2,277 |
Note 17 - Other Income (Tables)
Note 17 - Other Income (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | (Dollar amounts in thousands of U.S. dollars) Three Months Ended March 31, 2024 2023 Income earned on sale of transferred assets $ 3,621 $ 4,370 Total other income $ 3,621 $ 4,370 |
Interest Income and Interest Expense Disclosure [Table Text Block] | Three Months Ended March 31, 2024 2023 Interest expense $ (12,879 ) $ (7,934 ) Interest income 1,000 54 Interest expense, net $ (11,879 ) $ (7,880 ) |
Note 18 - Redeemable Preferre_2
Note 18 - Redeemable Preferred Units (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Financial Instruments Subject to Mandatory Redemption Disclosure [Table Text Block] | March 31, 2024 December 31, 2023 Opening Balance $ 111,899 $ 91,396 Add: Milestone Funding - 35,000 Add: Accretion of redeemable preferred units (1) 4,196 16,541 Add: Loss on debt extinguishment - 14,680 Less: Redemption of preferred units - (45,718 ) Redeemable preferred shares balance 116,095 111,899 Less: Deferred preferred financing costs (483 ) (509 ) Total Redeemable preferred units $ 115,612 $ 111,390 |
Mandatorily Redeemable Capital Stock [Table Text Block] | Remainder of 2024 $ 7,353 2025 18,639 2026 18,536 2027 18,639 2028 135,474 $ 198,641 |
Note 19 - Restructuring Costs (
Note 19 - Restructuring Costs (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Tables | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | Expense Presentation For the Three Months Ended March 31,2024 Direct cost of revenue $ 365 Sales and marketing 1,885 Network, other costs 54 General administrative 256 $ 2,560 Cost Description For the Three Months Ended March 31,2024 One-time pay $ 2,089 Continuation of benefits 280 Outplacement costs 191 Total restructuring charges $ 2,560 Cost Description As of December 31, 2023 Charges for the Three Months Ended March 31,2024 Cash payments made in the Three Months Ended March 31,2024 Balances as of March 31, 2024 One-time pay $ - $ 2,089 $ (1,986 ) $ 103 Continuation of benefits - 280 (280 ) - Outplacement costs - 191 (52 ) 139 Total $ - $ 2,560 $ (2,318 ) $ 242 |
Note 4 - Derivative Instrumen_3
Note 4 - Derivative Instruments and Hedging Activities (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | May 31, 2020 | |
Interest Rate Swap [Member] | |||
Derivative, Notional Amount | $ 70 | ||
Forward Contracts [Member] | |||
Derivative, Notional Amount | $ 44.6 | $ 61.4 | |
Forward Contracts [Member] | Designated as Hedging Instrument [Member] | |||
Derivative, Notional Amount | $ 44.6 | $ 61.4 | |
Forward Contracts [Member] | Minimum [Member] | |||
Derivative, Term of Contract (Month) | 1 month | ||
Forward Contracts [Member] | Maximum [Member] | |||
Derivative, Term of Contract (Month) | 12 months |
Note 4 - Derivative Instrumen_4
Note 4 - Derivative Instruments and Hedging Activities - Foreign Currency Forward Contracts (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Foreign Exchange Forward 1 [Member] | |
Notional amount of U.S. dollars | $ 13,840 |
Weighted average exchange rate of U.S. dollars | 1.3678 |
Foreign currency forward contracts, asset | $ 151 |
Foreign Exchange Forward 2 [Member] | |
Notional amount of U.S. dollars | $ 16,974 |
Weighted average exchange rate of U.S. dollars | 1.3697 |
Foreign currency forward contracts, asset | $ 228 |
Foreign Exchange Forward 3 [Member] | |
Notional amount of U.S. dollars | $ 13,795 |
Weighted average exchange rate of U.S. dollars | 1.3686 |
Foreign currency forward contracts, asset | $ 192 |
Foreign Exchange Forward 4 [Member] | |
Notional amount of U.S. dollars | $ 44,609 |
Weighted average exchange rate of U.S. dollars | 1.3688 |
Foreign currency forward contracts, asset | $ 571 |
Note 4 - Derivative Instrumen_5
Note 4 - Derivative Instruments and Hedging Activities - Fair Value of Derivative Instruments in the Consolidated Balance Sheets (Details) - Derivative Instruments [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Total foreign currency forward contracts (net) | $ 571 | $ 2,277 |
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||
Foreign currency forward contracts, asset | $ 571 | $ 2,277 |
Note 4 - Derivative Instrumen_6
Note 4 - Derivative Instruments and Hedging Activities - Movement in AOCI Balance (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
AOCI balance, Gains and losses on cash flow hedges | $ 2,275 | |
AOCI balance, Tax impact | (547) | |
AOCI balance | 1,728 | |
Other comprehensive income (loss) before reclassifications, Gains and losses on cash flow hedges | (1,485) | |
Other comprehensive income (loss) before reclassifications, Tax impact | 359 | |
Other comprehensive income (loss) before reclassifications | (1,126) | $ 68 |
Other comprehensive income (loss), Gains and losses on cash flow hedges | (223) | |
Amount reclassified from AOCI, Tax impact | 54 | |
Amount reclassified from AOCI | (169) | |
Other comprehensive income (loss) for the three months ended March 31, 2024 | (1,708) | |
Other comprehensive income (loss), Tax impact | 413 | |
Other comprehensive income (loss) for the three months ended March 31, 2024 | (1,295) | |
AOCI balance, Gains and losses on cash flow hedges | 567 | |
AOCI balance, Tax impact | (134) | |
AOCI balance | $ 433 |
Note 4 - Derivative Instrumen_7
Note 4 - Derivative Instruments and Hedging Activities - Effects of Derivative Instruments on Income and Other Comprehensive Income (OCI) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative | $ (1,295) | |
Foreign Exchange Forward [Member] | ||
Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative | (1,126) | $ 68 |
Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Operating Expense [Member] | ||
Amount of Gain or Reclassified from AOCI into Income | 184 | (211) |
Foreign Exchange Forward [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Cost of Sales [Member] | ||
Amount of Gain or Reclassified from AOCI into Income | $ 39 | (50) |
Interest Rate Swap [Member] | ||
Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative | 0 | |
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||
Amount of Gain or Reclassified from AOCI into Income | $ 0 |
Note 5 - Goodwill and Other I_3
Note 5 - Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Goodwill | $ 130,410 | $ 130,410 | |
Goodwill, Impairment Loss | 0 | $ 0 | |
Finite-Lived Intangible Assets Acquired | $ 96 | ||
Customer Assets and Domain Names [Member] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years | ||
Finite-Lived Intangible Assets Acquired | $ 100 | ||
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 | $ 107,700 | ||
Goodwill Percentage Related to Operating Segments | 83% | ||
Network Access Services [Member] | |||
Goodwill | $ 22,700 | ||
Goodwill Percentage Related to Operating Segments | 17% |
Note 5 - Goodwill and Other I_4
Note 5 - Goodwill and Other Intangible Assets - Acquired Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Balances | $ 29,484 | |
Acquisition of customer relationships | 96 | |
Additions to/(disposals from) domain portfolio, net | (2) | |
Amortization expense | (1,679) | $ (2,872) |
Balances | 27,899 | |
Brand [Member] | ||
Balances | 870 | |
Acquisition of customer relationships | 0 | |
Additions to/(disposals from) domain portfolio, net | 0 | |
Amortization expense | (222) | |
Balances | 648 | |
Customer Relationships [Member] | ||
Balances | 13,303 | |
Acquisition of customer relationships | 96 | |
Additions to/(disposals from) domain portfolio, net | 0 | |
Amortization expense | (1,277) | |
Balances | 12,122 | |
Technology-Based Intangible Assets [Member] | ||
Balances | 2,148 | |
Acquisition of customer relationships | 0 | |
Additions to/(disposals from) domain portfolio, net | 0 | |
Amortization expense | (155) | |
Balances | 1,993 | |
Network Rights [Member] | ||
Balances | 884 | |
Acquisition of customer relationships | 0 | |
Additions to/(disposals from) domain portfolio, net | 0 | |
Amortization expense | (25) | |
Balances | 859 | |
Surname Domain Names [Member] | ||
Balances | 11,151 | |
Acquisition of customer relationships | 0 | |
Additions to/(disposals from) domain portfolio, net | (2) | |
Amortization expense | 0 | |
Balances | 11,149 | |
Direct Navigation Domain Names [Member] | ||
Balances | 1,128 | |
Acquisition of customer relationships | 0 | |
Additions to/(disposals from) domain portfolio, net | 0 | |
Amortization expense | 0 | |
Balances | $ 1,128 |
Note 5 - Goodwill and Other I_5
Note 5 - Goodwill and Other Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Remainder of 2024 | $ 5,418 | |
2025 | 4,094 | |
2026 | 2,122 | |
2027 | 1,634 | |
2028 | 1,092 | |
Thereafter | 1,262 | |
Total | $ 15,622 | $ 17,205 |
Note 6 - Syndicated Revolver (D
Note 6 - Syndicated Revolver (Details Textual) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 22, 2023 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Jun. 30, 2024 | Jun. 14, 2019 USD ($) | |
Bank of Montreal [Member] | The 2023 Credit Facility [Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 240 | ||||
Line of Credit Facility, Increasing Capacity, Total Funded Debt to Adjusted EBITDA Ratio Benchmark | 3.75 | ||||
Debt Instrument, Fee Amount | $ 0.9 | ||||
Legal Fees | $ 0.3 | ||||
Debt Instrument, Face Amount | $ 50.9 | ||||
Maximum Total Funded Debt to EBITDA Ratio | 4.5 | 4 | 4.25 | ||
Minimum Fixed Charge Coverage Ratio | 3 | ||||
Debt Instrument, Required Principal Payment | $ 206.4 | ||||
Bank of Montreal [Member] | The 2023 Credit Facility [Member] | Forecast [Member] | |||||
Maximum Total Funded Debt to EBITDA Ratio | 3.75 | ||||
Bank of Montreal [Member] | The 2023 Credit Facility [Member] | Maximum [Member] | |||||
Line of Credit Facility, Additional Borrowing Capacity Available Through New Commitment | $ 60 | ||||
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 | ||||
Debt Instrument, Face Amount | $ 50.9 | ||||
Repayments of Debt | $ 5.5 | ||||
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | Guaranteed Credit Facility [Member] | Interest Expense, Net [Member] | |||||
Amortization of Debt Issuance Costs | $ 0.1 |
Note 6 - Syndicated Revolver -
Note 6 - Syndicated Revolver - Schedule of Standby Fees Based on Total Funded Debt to EBITDA Ratio (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Debt to EBITDA is Less Than 2.00 [Member] | |
Standby fees | 0.30% |
Debt to EBITDA is Less Than 2.00 [Member] | Bank of Montreal and Royal Bank of Canada [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |
Basis Spread on Variable Rate | 1.50% |
Debt to EBITDA is Less Than 2.00 [Member] | Bank of Montreal and Royal Bank of Canada [Member] | Base Rate [Member] | |
Basis Spread on Variable Rate | 0.25% |
Debt to EBITDA is Greater Than or Equal to 2.00 and Less Than 2.75 [Member] | |
Standby fees | 0.40% |
Debt to EBITDA is Greater Than or Equal to 2.00 and Less Than 2.75 [Member] | Bank of Montreal and Royal Bank of Canada [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |
Basis Spread on Variable Rate | 2% |
Debt to EBITDA is Greater Than or Equal to 2.00 and Less Than 2.75 [Member] | Bank of Montreal and Royal Bank of Canada [Member] | Base Rate [Member] | |
Basis Spread on Variable Rate | 0.75% |
Debt to EBITDA is Greater Than or Equal to 2.75 and Less Than 3.50 [Member] | |
Standby fees | 0.50% |
Debt to EBITDA is Greater Than or Equal to 2.75 and Less Than 3.50 [Member] | Bank of Montreal and Royal Bank of Canada [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |
Basis Spread on Variable Rate | 2.50% |
Debt to EBITDA is Greater Than or Equal to 2.75 and Less Than 3.50 [Member] | Bank of Montreal and Royal Bank of Canada [Member] | Base Rate [Member] | |
Basis Spread on Variable Rate | 1.25% |
Debt to EBITDA Greater than Or Equal To 3.50 and Less than 4.00 [Member] | |
Standby fees | 0.60% |
Debt to EBITDA Greater than Or Equal To 3.50 and Less than 4.00 [Member] | Bank of Montreal and Royal Bank of Canada [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |
Basis Spread on Variable Rate | 3% |
Debt to EBITDA Greater than Or Equal To 3.50 and Less than 4.00 [Member] | Bank of Montreal and Royal Bank of Canada [Member] | Base Rate [Member] | |
Basis Spread on Variable Rate | 1.75% |
Debt to EBITDA is Greater Than or Equal to 4.00 [Member] | |
Standby fees | 0.70% |
Debt to EBITDA is Greater Than or Equal to 4.00 [Member] | Bank of Montreal and Royal Bank of Canada [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |
Basis Spread on Variable Rate | 3.50% |
Debt to EBITDA is Greater Than or Equal to 4.00 [Member] | Bank of Montreal and Royal Bank of Canada [Member] | Base Rate [Member] | |
Basis Spread on Variable Rate | 2.25% |
Note 6 - Syndicated Revolver _2
Note 6 - Syndicated Revolver - Schedule of Loans Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Loans payable | $ 205,001 | $ 210,354 |
Less: unamortized debt discount and issuance costs | (1,399) | (1,546) |
Less: Syndicated Revolver, current portion | 0 | 0 |
Syndicated Revolver, long-term portion | 205,001 | 210,354 |
Revolver Facility [Member] | ||
Loans payable | $ 206,400 | $ 211,900 |
Note 7 - Notes Payable (Details
Note 7 - Notes Payable (Details Textual) - USD ($) | 3 Months Ended | |||
May 04, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Amortization of Debt Issuance Costs and Discounts | $ 1,067,000 | $ 238,000 | ||
Funds Held for Clients | 4,034,000 | 0 | $ 3,639,000 | |
Restricted Cash, Noncurrent | $ 8,760,000 | 0 | $ 8,652,000 | |
Ting Issuer LLC [Member] | ||||
Proceeds from Issuance of Debt | $ 220,500,000 | |||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 11,200,000 | |||
Debt Issuance Costs, Net | $ 6,700,000 | |||
Debt Instrument, Term (Year) | 5 years | 10 years | ||
Amortization of Debt Issuance Costs and Discounts | $ 300,000 | |||
Debt Instrument, Interest Rate, Increase (Decrease) | 5% | |||
Ting Issuer LLC [Member] | Secured Fiber Revenue Notes, Series 2023-1, Class A-2 [Member] | ||||
Debt Instrument, Face Amount | $ 168,357,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.95% | |||
Debt Instrument, Interest Rate, Increase (Decrease) | 3.50% | |||
Ting Issuer LLC [Member] | Secured Fiber Revenue Notes, Series 2023-1, Class B [Member] | ||||
Debt Instrument, Face Amount | $ 23,289,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.40% | |||
Debt Instrument, Interest Rate, Increase (Decrease) | 5% | |||
Ting Issuer LLC [Member] | Secured Fiber Revenue Notes, Series 2023-1, Class C [Member] | ||||
Debt Instrument, Face Amount | $ 46,859,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 9.95% | |||
Amortization of Debt Issuance Costs and Discounts | $ 500,000 | $ 0 | ||
Debt Instrument, Interest Rate, Increase (Decrease) | 7.82% |
Note 7 - Notes Payable - Schedu
Note 7 - Notes Payable - Schedule of Note Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Less: unamortized debt discount and issuance costs | $ (1,399) | $ (1,546) | |
Note payable, long-term portion(1) | 223,791 | 222,895 | |
Ting Issuer LLC [Member] | The 2023 Term Notes [Member] | |||
Principal | 238,505 | 238,505 | |
Less: unamortized issuance costs | (5,511) | (5,847) | |
Less: unamortized debt discount and issuance costs | (9,203) | (9,763) | |
Total notes payable | 223,791 | 222,895 | |
Less: notes payable, current portion | 0 | 0 | |
Note payable, long-term portion(1) | [1] | $ 223,791 | $ 222,895 |
[1]During the three months ended March 31, 2024 and March 31, 2023, the Company capitalized $0.5 million and nil of interest expenses pertaining to the 2023 Term Notes directly attributable to the development of certain AUC assets, respectively. |
Note 8 - Income Taxes (Details
Note 8 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Expense (Benefit) | $ 1,774 | $ (1,710) |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ (24,710) | $ (20,793) |
Note 9 - Basic and Diluted Ea_3
Note 9 - Basic and Diluted Earnings (Loss) Per Common Share - Summary of Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net loss for the period | $ (26,484) | $ (19,083) |
Shares used in computing basic and diluted loss per common share (note 9) (in shares) | 10,923,599 | 10,806,321 |
Effect of outstanding stock options (in shares) | 0 | 0 |
Diluted weighted average number of shares outstanding (in shares) | 10,923,599 | 10,806,321 |
Basic and diluted loss per common share (note 9) (in dollars per share) | $ (2.42) | $ (1.77) |
Note 10 - Revenue 1 (Details Te
Note 10 - Revenue 1 (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 | |
Cost of Revenue Property and Equipment Impairment | $ 53 | $ 1,942 | |
Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 2 years | ||
Minimum [Member] | Active Domain Name Contracts [Member] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 1 year | ||
Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | ||
Maximum [Member] | Active Domain Name Contracts [Member] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 10 years | ||
Network Expenses [Member] | |||
Cost of Revenue Property and Equipment Impairment | $ 53 | $ 1,942 | |
Wavelo [Member] | Operating Segments [Member] | One Customer [Member] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 9,200 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Wavelo [Member] | Operating Segments [Member] | |||
Number of Customers | 1 | 0 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Wavelo [Member] | Operating Segments [Member] | One Customer [Member] | |||
Concentration Risk, Percentage | 10.50% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Number of Customers | 1 | 1 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | |||
Concentration Risk, Percentage | 48.20% | 59% |
Note 10 - Revenue 2 (Details Te
Note 10 - Revenue 2 (Details Textual) - Active Domain Name Contracts [Member] - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Mar. 31, 2024 |
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net Revenues | $ 87,457 | $ 80,430 |
Domain Name Services [Member] | Wholesale [Member] | ||
Net Revenues | 52,854 | 50,824 |
Domain Name Services [Member] | Domain Services [Member] | Wholesale [Member] | ||
Net Revenues | 48,151 | 46,293 |
Domain Name Services [Member] | Value Added Services [Member] | Wholesale [Member] | ||
Net Revenues | 4,703 | 4,531 |
Operating Segments [Member] | Fiber Internet Services [Member] | ||
Net Revenues | 14,102 | 11,853 |
Operating Segments [Member] | Mobile Platform Services [Member] | ||
Net Revenues | 9,390 | 7,300 |
Operating Segments [Member] | Mobile Platform Services [Member] | Platform Services [Member] | ||
Net Revenues | 9,365 | 6,498 |
Operating Segments [Member] | Mobile Platform Services [Member] | Other Services [Member] | ||
Net Revenues | 25 | 802 |
Operating Segments [Member] | Domain Name Services [Member] | ||
Net Revenues | 61,882 | 59,242 |
Operating Segments [Member] | Domain Name Services [Member] | Retail [Member] | ||
Net Revenues | 9,028 | 8,418 |
Consolidation, Eliminations [Member] | ||
Net Revenues | $ 2,083 | $ 2,035 |
Note 10 - Revenue - Cost of Rev
Note 10 - Revenue - Cost of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Network, other costs | $ 7,064 | $ 6,323 |
Network, depreciation of property and equipment | 9,865 | 8,436 |
Network, amortization of intangible assets | 365 | 378 |
Cost of Revenue Property and Equipment Impairment | 53 | 1,942 |
Total cost of revenues | 69,141 | 66,369 |
Cost of revenue | 69,141 | 66,369 |
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member] | ||
Cost of revenue | 2,737 | 2,558 |
Network Expenses [Member] | ||
Network, other costs | 7,064 | 6,323 |
Network, depreciation of property and equipment | 9,865 | 8,436 |
Network, amortization of intangible assets | 365 | 378 |
Cost of Revenue Property and Equipment Impairment | 53 | 1,942 |
Total cost of revenues | 17,347 | 17,079 |
Cost of revenue | 17,347 | 17,079 |
Fiber Internet Services [Member] | ||
Cost of revenue | 5,360 | 3,985 |
Mobile Services [Member] | ||
Cost of revenue | 351 | 1,026 |
Mobile Services [Member] | Platform Services [Member] | ||
Cost of revenue | 332 | 334 |
Mobile Services [Member] | Other Services [Member] | ||
Cost of revenue | 19 | 692 |
Domain Name Services [Member] | ||
Cost of revenue | 43,346 | 41,721 |
Domain Name Services [Member] | Wholesale [Member] | ||
Cost of revenue | 39,210 | 37,608 |
Domain Name Services [Member] | Retail Services [Member] | ||
Cost of revenue | 4,136 | 4,113 |
Domain Name Services [Member] | Domain Services [Member] | Wholesale [Member] | ||
Cost of revenue | 38,663 | 37,002 |
Domain Name Services [Member] | Value Added Services [Member] | Wholesale [Member] | ||
Cost of revenue | $ 547 | $ 606 |
Note 10 - Revenue - Deferred Re
Note 10 - Revenue - Deferred Revenue and Contract Assets (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Balance, beginning of period | $ 148,083 |
Deferred revenue | 64,054 |
Recognized revenue | (57,030) |
Balance, end of period | 155,107 |
Balance, beginning of period | 1,417 |
Consideration recognized as revenue | 8,888 |
Transferred to receivables | (10,181) |
Balance, end of period | $ 124 |
Note 11 - Costs to Obtain and_3
Note 11 - Costs to Obtain and Fulfill a Contract (Details Textual) - Deferred Costs of Acquisition [Member] | Mar. 31, 2024 |
Minimum [Member] | |
Capitalized Contract Cost, Amortization Period (Year) | 1 year |
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Amortized expense included in cost of revenue | $ 37 | $ 149 |
Domain Registration Costs [Member] | ||
Balance | 111,068 | |
Deferral of costs | 49,095 | |
Amortized expense included in cost of revenue | (44,076) | |
Balance | $ 116,087 |
Note 12 - Leases (Details Textu
Note 12 - Leases (Details Textual) | 3 Months Ended |
Mar. 31, 2024 | |
Lessee, Operating Lease, Renewal Term (Year) | 5 years |
Lessee, Operating Lease, Option to Terminate Term (Year) | 1 year |
Minimum [Member] | |
Lessee, Operating Lease, Remaining Lease Term (Year) | 1 year |
Maximum [Member] | |
Lessee, Operating Lease, Remaining Lease Term (Year) | 20 years |
Note 12 - Leases - Components o
Note 12 - Leases - Components of Lease Expense and Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Operating Lease - Operating Cash Flows (Fixed Payments) | $ 1,843 | $ 1,378 | |
Operating Lease - Operating Cash Flows (Liability Reduction) | 1,482 | 1,219 | |
Change due to new Right of Use Assets - Operating Leases | $ 2,404 | 2,821 | |
Weighted Average Discount Rate | 7.27% | 6.92% | |
Weighted Average Remaining Lease Term (Year) | 11 years 5 months 8 days | 10 years 6 months 25 days | |
Fiber Internet Services [Member] | Operating Segments [Member] | |||
Operating Lease Cost (leases with a total term greater than 12 months) | $ 1,663 | ||
Short-term Lease Cost (leases with a total term of 12 months or less) | 8 | ||
Variable Lease Cost | 575 | ||
Total Lease Cost | $ 2,246 | ||
Mobile Services [Member] | Operating Segments [Member] | |||
Operating Lease Cost (leases with a total term greater than 12 months) | 1,273 | ||
Short-term Lease Cost (leases with a total term of 12 months or less) | 87 | ||
Variable Lease Cost | 434 | ||
Total Lease Cost | $ 1,794 |
Note 12 - Leases - Future Minim
Note 12 - Leases - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Remaining of 2024 | $ 5,266 |
2025 | 5,603 |
2026 | 3,728 |
2027 | 2,454 |
2028 | 2,019 |
Thereafter | 18,720 |
Total future lease payments | 37,790 |
Less imputed interest | 13,365 |
Total | $ 24,426 |
Note 13 - Segment Reporting (De
Note 13 - Segment Reporting (Details Textual) | 3 Months Ended |
Mar. 31, 2024 | |
Number of Operating Segments | 3 |
Note 13 - Segment Reporting - I
Note 13 - Segment Reporting - Information by Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net loss for the period | $ (26,484) | $ (19,083) |
Provision (recovery) for income taxes | 1,774 | (1,710) |
Depreciation of property and equipment | 9,987 | 8,588 |
Impairment and loss on disposition of property and equipment | 53 | 1,942 |
Amortization of intangible assets | 1,679 | 2,872 |
Interest expense, net | 11,879 | 7,880 |
Share-Based Payment Arrangement, Expense | 1,873 | 2,246 |
Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities | 390 | 40 |
Acquisition and other costs1 | 3,051 | 255 |
Adjusted EBITDA | 4,202 | 3,030 |
External revenues | 87,457 | 80,430 |
Intersegment revenues | 0 | 0 |
Total net revenues | 87,457 | 80,430 |
Direct cost of revenues | 51,794 | 49,290 |
Segment gross margin | 35,663 | 31,140 |
Network, other costs | 7,064 | 6,323 |
Network, depreciation of property and equipment | 9,865 | 8,436 |
Network, amortization of intangible assets | 365 | 378 |
Network, impairment of property and equipment | 53 | 1,942 |
Gross profit | 18,316 | 14,061 |
Sales and marketing | 18,565 | 15,737 |
Technical operations and development | 5,016 | 4,815 |
General and administrative | 9,818 | 8,146 |
Depreciation of property and equipment | 122 | 152 |
Amortization of intangible assets | 1,314 | 2,494 |
Total expenses | 34,835 | 31,344 |
Loss from operations | (16,519) | (17,283) |
Interest expense, net | (11,879) | (7,880) |
Income earned on sale of transferred assets | 3,621 | 4,370 |
Other expense, net | 67 | 0 |
Total other income (expense) | (8,191) | (3,510) |
Loss before provision for income taxes | (24,710) | (20,793) |
Adjusted EBITDA | 4,202 | 3,030 |
Loss from operations | (16,519) | (17,283) |
Income earned on sale of transferred assets | 4,370 | |
Ting [Member] | ||
Adjusted EBITDA | (9,537) | (9,273) |
External revenues | 14,102 | 11,853 |
Intersegment revenues | 0 | 0 |
Total net revenues | 14,102 | 11,853 |
Direct cost of revenues | 5,360 | 3,985 |
Segment gross margin | 8,742 | 7,868 |
Adjusted EBITDA | (9,537) | (9,273) |
Wavelo [Member] | ||
Adjusted EBITDA | 2,787 | 335 |
External revenues | 9,191 | 6,642 |
Intersegment revenues | 199 | 658 |
Total net revenues | 9,390 | 7,300 |
Direct cost of revenues | 351 | 1,026 |
Segment gross margin | 9,039 | 7,590 |
Adjusted EBITDA | 2,787 | 335 |
Tucows Domains [Member] | ||
Adjusted EBITDA | 10,011 | 10,338 |
External revenues | 61,882 | 59,242 |
Intersegment revenues | 0 | 0 |
Total net revenues | 61,882 | 59,242 |
Direct cost of revenues | 43,346 | 41,721 |
Segment gross margin | 18,536 | 17,521 |
Adjusted EBITDA | 10,011 | 10,338 |
Corporate Segment [Member] | ||
Adjusted EBITDA | 941 | 1,630 |
External revenues | 2,282 | 2,693 |
Intersegment revenues | (199) | (658) |
Total net revenues | 2,083 | 2,035 |
Direct cost of revenues | 2,737 | 2,558 |
Segment gross margin | (654) | (1,839) |
Adjusted EBITDA | $ 941 | $ 1,630 |
Note 13 - Segment Reporting - S
Note 13 - Segment Reporting - Summary of Property and Equipment by Geographic Region (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property and equipment | $ 350,397 | $ 339,644 |
CANADA | ||
Property and equipment | 891 | 943 |
UNITED STATES | ||
Property and equipment | 349,501 | 338,696 |
Europe [Member] | ||
Property and equipment | $ 5 | $ 5 |
Note 13 - Segment Reporting -_2
Note 13 - Segment Reporting - Summary of Amortizable Intangible Assets by Geographic Region (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Amortizable intangible assets | $ 15,622 | $ 17,205 |
CANADA | ||
Amortizable intangible assets | 1,709 | 1,864 |
UNITED STATES | ||
Amortizable intangible assets | $ 13,913 | $ 15,341 |
Note 13 - Segment Reporting -_3
Note 13 - Segment Reporting - Summary of Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Balance at beginning of period | $ 511 | $ 693 |
Charged to costs and expenses | 4 | 0 |
Write-offs during period | 0 | (182) |
Balance at end of period | $ 515 | $ 511 |
Note 14 - Stockholders' Defic_3
Note 14 - Stockholders' Deficit (Details Textual) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||||||
Mar. 31, 2024 | Sep. 30, 2023 | Mar. 31, 2023 | Feb. 22, 2024 | Feb. 10, 2023 | Feb. 09, 2023 | Feb. 10, 2022 | |
Stock Buyback Program 2024 [Member] | |||||||
Share Repurchase Program, Authorized, Amount | $ 40,000 | ||||||
Stock Repurchased and Retired During Period, Shares (in shares) | 0 | ||||||
Stock Buyback Program 2023 [Member] | |||||||
Share Repurchase Program, Authorized, Amount | $ 40,000 | $ 40,000 | |||||
Stock Repurchased and Retired During Period, Shares (in shares) | 0 | 0 | |||||
Stock Buyback Program 2022 [Member] | |||||||
Share Repurchase Program, Authorized, Amount | $ 40,000 | ||||||
Capitalized Internal Use Software [Member] | |||||||
Share-Based Payment Arrangement, Amount Capitalized | $ 87 | $ 100 | $ 0 |
Note 14 - Stockholders' Defic_4
Note 14 - Stockholders' Deficit - Stockholders' Equity Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Balances | $ 9,875 | ||
Stock-based compensation(1) | [1] | 1,960 | |
Net loss | (26,484) | $ (19,083) | |
Other comprehensive income (loss) | (1,295) | ||
Balances | $ (15,944) | ||
Common Stock [Member] | |||
Balances (in shares) | 10,903,405 | ||
Balances | $ 34,373 | ||
Stock-based compensation(1) (in shares) | 25,218 | ||
Stock-based compensation(1) | [1] | $ 662 | |
Net loss | 0 | ||
Other comprehensive income (loss) | $ 0 | ||
Balances (in shares) | 10,928,623 | ||
Balances | $ 35,035 | ||
Additional Paid-in Capital [Member] | |||
Balances | 14,072 | ||
Stock-based compensation(1) | [1] | 1,298 | |
Net loss | 0 | ||
Other comprehensive income (loss) | 0 | ||
Balances | 15,370 | ||
Retained Earnings [Member] | |||
Balances | (40,298) | ||
Net loss | (26,484) | ||
Other comprehensive income (loss) | 0 | ||
Balances | (66,782) | ||
AOCI Attributable to Parent [Member] | |||
Balances | 1,728 | ||
Stock-based compensation(1) | [1] | 0 | |
Net loss | 0 | ||
Other comprehensive income (loss) | (1,295) | ||
Balances | $ 433 | ||
[1]The Company capitalizes stock-based compensation costs directly attributable to the development of qualifying assets. Qualifying assets include internal use software (IUS), assets under construction (AUC), equipment, or other long-lived assets that meet the capitalization criteria prescribed by ASC 350. During the three ended March 31, 2024 the Company capitalized $0.1 million of stock-based compensation directly attributable to the development of certain IUS assets. |
Note 15 - Share-based Payment_2
Note 15 - Share-based Payments (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||||
Jan. 16, 2023 | Nov. 09, 2022 | Oct. 08, 2010 | Nov. 30, 2020 | Sep. 30, 2015 | Mar. 31, 2024 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Nov. 22, 2006 | |
Common Stock, Shares, Outstanding (in shares) | 10,928,623 | 10,903,405 | ||||||||
Share-Based Payment Arrangement, Expense | $ 1,873 | $ 2,246 | ||||||||
Capitalized Internal Use Software [Member] | ||||||||||
Share-Based Payment Arrangement, Amount Capitalized | 87 | $ 100 | 0 | |||||||
Equity Compensation Plan 2006 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,725,000 | 4,000,000 | 2,475,000 | 1,250,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 475,000 | 1,530,000 | 750,000 | |||||||
Share-Based Payment Arrangement, Expense | $ 1,423 | 1,504 | ||||||||
Equity Compensation Plan 2006 [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 4 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 7 years | |||||||||
Equity Compensation Plan 2006 [Member] | Automatic Formula Grants of Nonqualified Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 5 years | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 4,600 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 2 months 12 days | |||||||||
The 2022 Wavelo Equity Compensation Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 7 years | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 4,100 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 20,000,000 | |||||||||
Common Stock, Shares, Outstanding (in shares) | 100,000,000 | |||||||||
Share-Based Payment Arrangement, Expense | $ 469 | 546 | ||||||||
The 2022 Wavelo Equity Compensation Plan [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||
The 2022 Ting Equity Compensation Plan [Member] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 10 | |||||||||
Common Stock, Shares, Outstanding (in shares) | 100 | |||||||||
Share-Based Payment Arrangement, Expense | 68 | 196 | ||||||||
The 2022 Ting Equity Compensation Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 4 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 7 years | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 500 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 3 months 18 days | |||||||||
Share-Based Payment Arrangement, Expense | $ 1,900 | $ 2,200 |
Note 15 - Share-based Payment_3
Note 15 - Share-based Payments - Stock Option Transactions (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Equity Compensation Plan 2006 [Member] | ||
Outstanding, Number of shares (in shares) | 1,132,632 | 1,036,748 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 54.61 | $ 59.97 |
Granted, Number of shares (in shares) | 2,500 | 10,000 |
Granted, Weighted average exercise price per share (in dollars per share) | $ 21.07 | $ 22.36 |
Exercised, Number of shares (in shares) | 0 | 0 |
Exercised, Weighted average exercise price per share (in dollars per share) | $ 0 | $ 0 |
Forfeited, Number of shares (in shares) | (50,044) | (18,423) |
Forfeited, Weighted average exercise price per share (in dollars per share) | $ 15.27 | $ 60.04 |
Expired, Number of shares (in shares) | (22,874) | (6,725) |
Expired, Weighted average exercise price per share (in dollars per share) | $ 55.57 | $ 67.25 |
Outstanding, Number of shares (in shares) | 1,062,214 | 1,021,600 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 54.3 | $ 60.04 |
Options exercisable, Number of shares (in shares) | 610,211 | 515,204 |
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 61.27 | $ 62.7 |
The 2022 Wavelo Equity Compensation Plan [Member] | ||
Outstanding, Number of shares (in shares) | 16,333,233 | 15,975,528 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 1.28 | $ 1.27 |
Granted, Number of shares (in shares) | 530,000 | 580,750 |
Granted, Weighted average exercise price per share (in dollars per share) | $ 1.74 | $ 1.27 |
Exercised, Number of shares (in shares) | 0 | 0 |
Exercised, Weighted average exercise price per share (in dollars per share) | $ 0 | $ 0 |
Forfeited, Number of shares (in shares) | (220,272) | (86,683) |
Forfeited, Weighted average exercise price per share (in dollars per share) | $ 0.27 | $ 1.27 |
Expired, Number of shares (in shares) | (157,705) | 0 |
Expired, Weighted average exercise price per share (in dollars per share) | $ 1.27 | $ 0 |
Outstanding, Number of shares (in shares) | 16,485,256 | 16,469,595 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 1.29 | $ 1.27 |
Options exercisable, Number of shares (in shares) | 8,610,331 | 4,602,003 |
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 1.27 | $ 1.27 |
The 2022 Ting Equity Compensation Plan [Member] | ||
Outstanding, Number of shares (in shares) | 7,504,269 | 0 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 6 | $ 0 |
Granted, Number of shares (in shares) | 18,000 | 7,315,000 |
Granted, Weighted average exercise price per share (in dollars per share) | $ 6 | $ 6 |
Exercised, Number of shares (in shares) | 0 | 0 |
Exercised, Weighted average exercise price per share (in dollars per share) | $ 0 | $ 0 |
Forfeited, Number of shares (in shares) | (163,250) | (35,473) |
Forfeited, Weighted average exercise price per share (in dollars per share) | $ 6 | $ 6 |
Expired, Number of shares (in shares) | (145,269) | 0 |
Expired, Weighted average exercise price per share (in dollars per share) | $ 6 | $ 0 |
Outstanding, Number of shares (in shares) | 7,213,750 | 7,279,527 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 6 | $ 6 |
Options exercisable, Number of shares (in shares) | 3,448,984 | 1,836,206 |
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 6 | $ 6 |
Note 15 - Stock Option Plans -
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 | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Equity Compensation Plan 2006 [Member] | |
Number outstanding (in shares) | shares | 1,062,214 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 54.3 |
Weighted average remaining contractual life, options outstanding (Year) | 3 years 7 months 6 days |
Aggregate intrinsic value, options outstanding | $ | $ 8 |
Number exercisable (in shares) | shares | 610,211 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 61.27 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 2 years 6 months |
Equity Compensation Plan 2006 [Member] | Exercise Price Range 01 [Member] | |
Exercise price - lower (in dollars per share) | $ 16.47 |
Exercise price - higher (in dollars per share) | $ 19.78 |
Number outstanding (in shares) | shares | 31,250 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 19.38 |
Weighted average remaining contractual life, options outstanding (Year) | 4 years 8 months 12 days |
Aggregate intrinsic value, options outstanding | $ | $ 8 |
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 |
Equity Compensation Plan 2006 [Member] | Exercise Price Range 02 [Member] | |
Exercise price - lower (in dollars per share) | $ 21.07 |
Exercise price - higher (in dollars per share) | $ 28.37 |
Number outstanding (in shares) | shares | 140,997 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 26.19 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 2 months 12 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 2,500 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 22.36 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 6 years |
Equity Compensation Plan 2006 [Member] | Exercise Price Range 03 [Member] | |
Exercise price - lower (in dollars per share) | $ 30.7 |
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) | 5 years 8 months 12 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 5,000 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 30.71 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 5 years 8 months 12 days |
Equity Compensation Plan 2006 [Member] | Exercise Price Range 04 [Member] | |
Exercise price - lower (in dollars per share) | $ 40.04 |
Exercise price - higher (in dollars per share) | $ 48 |
Number outstanding (in shares) | shares | 196,929 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 42.28 |
Weighted average remaining contractual life, options outstanding (Year) | 5 years 1 month 6 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 64,181 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 42.87 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 5 years 2 months 12 days |
Equity Compensation Plan 2006 [Member] | Exercise Price Range 05 [Member] | |
Exercise price - lower (in dollars per share) | $ 51.82 |
Exercise price - higher (in dollars per share) | $ 59.98 |
Number outstanding (in shares) | shares | 174,808 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 55.73 |
Weighted average remaining contractual life, options outstanding (Year) | 9 months 18 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 173,158 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 55.72 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 9 months 18 days |
Equity Compensation Plan 2006 [Member] | Exercise Price Range 06 [Member] | |
Exercise price - lower (in dollars per share) | $ 60.01 |
Exercise price - higher (in dollars per share) | $ 68.41 |
Number outstanding (in shares) | shares | 271,045 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 62.06 |
Weighted average remaining contractual life, options outstanding (Year) | 2 years 3 months 18 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 240,743 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 62.3 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 2 years 2 months 12 days |
Equity Compensation Plan 2006 [Member] | Exercise Price Range 07 [Member] | |
Exercise price - lower (in dollars per share) | $ 70.13 |
Exercise price - higher (in dollars per share) | $ 79.51 |
Number outstanding (in shares) | shares | 210,685 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 78.49 |
Weighted average remaining contractual life, options outstanding (Year) | 3 years 8 months 12 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 114,504 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 78.18 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 3 years 8 months 12 days |
Equity Compensation Plan 2006 [Member] | Exercise Price Range 08 [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) | 4 years 6 months |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 10,125 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 81.42 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 4 years 6 months |
The 2022 Wavelo Equity Compensation Plan [Member] | |
Number outstanding (in shares) | shares | 16,485,256 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 1.29 |
Weighted average remaining contractual life, options outstanding (Year) | 5 years 7 months 6 days |
Aggregate intrinsic value, options outstanding | $ | $ 7,417 |
Number exercisable (in shares) | shares | 8,610,331 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 1.27 |
Aggregate intrinsic value, options exercisable | $ | $ 4,047 |
Weighted average remaining contractual life, options exercisable (Year) | 5 years 7 months 6 days |
The 2022 Wavelo Equity Compensation Plan [Member] | Exercise Price Range 01 [Member] | |
Exercise price - lower (in dollars per share) | $ 0 |
Exercise price - higher (in dollars per share) | $ 1.74 |
Number outstanding (in shares) | shares | 16,485,256 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 1.29 |
Weighted average remaining contractual life, options outstanding (Year) | 5 years 7 months 6 days |
Aggregate intrinsic value, options outstanding | $ | $ 7,417 |
Number exercisable (in shares) | shares | 8,610,331 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 1.27 |
Aggregate intrinsic value, options exercisable | $ | $ 4,047 |
Weighted average remaining contractual life, options exercisable (Year) | 5 years 7 months 6 days |
The 2022 Ting Equity Compensation Plan [Member] | |
Number outstanding (in shares) | shares | 7,213,750 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 6 |
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 | 3,448,984 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 6 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 6 years 1 month 6 days |
The 2022 Ting Equity Compensation Plan [Member] | Exercise Price Range 01 [Member] | |
Exercise price - lower (in dollars per share) | $ 0 |
Exercise price - higher (in dollars per share) | $ 6 |
Number outstanding (in shares) | shares | 7,213,750 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 6 |
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 | 3,448,984 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 6 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 6 years 1 month 6 days |
Note 15 - Share-based Payment_4
Note 15 - Share-based Payments - Stock-based Compensation Allocation to Operating Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Sep. 30, 2023 | Mar. 31, 2023 | |
Allocated share based compensation expense | $ 1,873 | $ 2,246 | |
Capitalized Internal Use Software [Member] | |||
Capitalized stock based compensation | (87) | $ (100) | 0 |
Equity Compensation Plan 2006 [Member] | |||
Allocated share based compensation expense | 1,423 | 1,504 | |
The 2022 Wavelo Equity Compensation Plan [Member] | |||
Allocated share based compensation expense | 469 | 546 | |
The 2022 Ting Equity Compensation Plan [Member] | |||
Allocated share based compensation expense | 68 | 196 | |
Total Stock Based Compensation Expense [Member] | |||
Allocated share based compensation expense | $ 1,873 | $ 2,246 |
Note 16 - Fair Value Measurem_3
Note 16 - Fair Value Measurement - Summary of the Fair Values of the Company's Derivative Instrument Assets and Liabilities (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Derivative instrument asset, net | $ 571 | $ 2,277 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative instrument asset, net | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative instrument asset, net | 571 | 2,277 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative instrument asset, net | $ 0 | $ 0 |
Note 17 - Other Income (Details
Note 17 - Other Income (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Aug. 01, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | |
Investment Income, Interest | $ 1,000 | $ 54 | |
Interest Income, Deposits with Financial Institutions | $ 1,000 | ||
Purchase Agreement With DISH Wireless LLC [Member] | |||
Purchase Agreement, Duration of Monthly Fees (Year) | 10 years |
Note 17 - Other Income - Other
Note 17 - Other Income - Other Income (Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income earned on sale of transferred assets | $ 3,621 | $ 4,370 |
Purchase Agreement With DISH Wireless LLC [Member] | ||
Income earned on sale of transferred assets | 3,621 | 4,370 |
Total other income | $ 3,621 | $ 4,370 |
Note 17 - Other Income - Intere
Note 17 - Other Income - Interest Income and Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Interest expense | $ (12,879) | $ (7,934) |
Interest income | 1,000 | 54 |
Interest expense, net | $ (11,879) | $ (7,880) |
Note 18 - Redeemable Preferre_3
Note 18 - Redeemable Preferred Units (Details Textual) - Series A Preferred Units [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||||
May 04, 2023 | Aug. 08, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Apr. 21, 2023 | Jan. 30, 2023 | |
Unit Purchase Agreement, Preferred Units Issued (in shares) | 10,000,000 | 833,333 | 5,000,000 | |||
Unit Purchase Agreement, Price Per Unit (in dollars per share) | $ 6 | $ 6 | $ 6 | $ 6 | ||
Unit Purchase Agreement, Aggregate Additional Preferred Units (in shares) | 23,333,333.34 | |||||
Unit Purchase Agreement, Capital upon the Initial Funding | $ 60 | $ 5 | $ 30 | |||
Unit Purchase Agreement, Additional Capital Commitments | 140 | $ 77.5 | ||||
Unit Purchase Agreement, Payment Pursuant to Milestone Fundings | $ 140 | |||||
Unit Purchase Agreement, Milestone Fundings, Standby Fee Rate | 0.50% | |||||
Preferred Stock, Dividend Rate, Percentage | 15% | |||||
Unit Purchase Agreement, Accretion Expense on the Redeemable Preferred Shares | $ 4.2 | |||||
Legal Fees | 0.9 | |||||
Stock Redeemed or Called During Period, Shares (in shares) | 5,173,067 | |||||
Stock Redeemed or Called During Period, Value Before Discount on Premium | $ 31 | |||||
Stock Redeemed or Called, Discount on Premium | 30% | |||||
Stock Redeemed or Called, Discount on Premium, Value | $ 14.7 | |||||
Stock Redeemed or Called During Period, Value | $ 45.7 | |||||
Preferred Stock, Liquidation Preference, Value | 91.5 | |||||
Interest Costs Capitalized | $ 0.4 | $ 1.1 | ||||
Minimum [Member] | ||||||
Preferred Stock, Dividend Rate, Percentage | 13% | |||||
Maximum [Member] | ||||||
Preferred Stock, Dividend Rate, Percentage | 17% |
Note 18 - Redeemable Preferre_4
Note 18 - Redeemable Preferred Shares - Borrowings (Details) - Preferred Stock [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | ||
Opening Balance | $ 111,899 | $ 91,396 | |
Add: Milestone Funding | 0 | 35,000 | |
Add: Accretion of redeemable preferred units(1) | [1] | 4,196 | 16,541 |
Add: Loss on debt extinguishment | 0 | 14,680 | |
Less: Redemption of preferred units | 0 | (45,718) | |
Redeemable preferred shares balance | 116,095 | 111,899 | |
Less: Deferred preferred financing costs | (483) | (509) | |
Total Redeemable preferred units | $ 115,612 | $ 111,390 | |
[1]The Company capitalizes interest expenses directly attributable to the development of qualifying assets. Qualifying assets include internally use software (IUS), assets under construction (AUC), equipment, or other long-lived assets that meet the capitalization criteria prescribed by ASC 718. During the year ended December 31, 2023, the Company capitalized $2.4 million of interest expenses pertaining to the redeemable preferred units directly attributable to the development of certain AUC assets, respectively. |
Note 18 - Redeemable Preferre_5
Note 18 - Redeemable Preferred Shares - Schedule of Payments (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Remainder of 2024 | $ 7,353 |
2025 | 18,639 |
2026 | 18,536 |
2027 | 18,639 |
2028 | 135,474 |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount | $ 198,641 |
Note 19 - Restructuring Costs_2
Note 19 - Restructuring Costs (Details Textual) - The 2024 Ting Restructuring Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 7% | |
Restructuring Charges | $ 2,560 | |
Restructuring Reserve | $ 242 | $ 0 |
Ting [Member] | ||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 13% |
Note 19 - Restructuring Costs -
Note 19 - Restructuring Costs - Schedule of Restructuring (Details) - The 2024 Ting Restructuring Plan [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Charges | $ 2,560 |
Beginning balance | 0 |
Cash payments | (2,318) |
Ending balance | 242 |
One-time Termination Benefits [Member] | |
Charges | 2,089 |
Beginning balance | 0 |
Cash payments | (1,986) |
Ending balance | 103 |
Special Termination Benefits [Member] | |
Charges | 280 |
Beginning balance | 0 |
Cash payments | (280) |
Ending balance | 0 |
Employee Severance [Member] | |
Charges | 191 |
Beginning balance | 0 |
Cash payments | (52) |
Ending balance | 139 |
Cost of Sales [Member] | |
Charges | 365 |
Selling and Marketing Expense [Member] | |
Charges | 1,885 |
Network Other Costs [Member] | |
Charges | 54 |
General and Administrative Expense [Member] | |
Charges | $ 256 |