Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000909494 | |
Entity Registrant Name | TUCOWS INC /PA/ | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-32600 | |
Entity Incorporation, State or Country Code | PA | |
Entity Tax Identification Number | 23-2707366 | |
Entity Address, Address Line One | 96 Mowat Avenue | |
Entity Address, City or Town | Toronto | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | M6K 3M1 | |
Entity Address, Country | CA | |
City Area Code | 416 | |
Local Phone Number | 535-0123 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | TCX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,895,180 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 110,736 | $ 23,496 |
Restricted cash included in funds held by trustee | 3,138 | 0 |
Accounts receivable, net of allowance for doubtful accounts of $595 as of September 30, 2023 and $693 as of December 31, 2022 | 24,189 | 18,404 |
Contract asset, net current portion (note 10) | 3,310 | 5,159 |
Inventory | 7,788 | 7,284 |
Prepaid expenses and deposits | 19,399 | 17,005 |
Derivative instrument asset, current portion (note 4) | 186 | 1,903 |
Deferred costs of fulfillment, current portion (note 11) | 97,072 | 94,198 |
Income taxes recoverable | 456 | 2,471 |
Total current assets | 266,274 | 169,920 |
Contract asset, net long-term portion (note 10) | 0 | 2,328 |
Deferred costs of fulfillment, long-term portion (note 11) | 15,566 | 16,476 |
Investments | 2,012 | 2,012 |
Restricted cash included in secured notes reserve funds | 8,543 | 0 |
Deferred tax asset | 3 | 0 |
Property and equipment | 330,874 | 281,495 |
Right of use lease asset | 25,669 | 20,489 |
Contract costs | 2,439 | 1,827 |
Intangible assets, net (note 5) | 32,101 | 39,790 |
Goodwill (note 5) | 130,410 | 130,410 |
Total assets | 813,891 | 664,747 |
Current liabilities: | ||
Accounts payable | 11,680 | 17,171 |
Accrued liabilities | 23,096 | 22,653 |
Customer deposits | 18,740 | 15,783 |
Derivative instrument liability, current portion (note 4) | 0 | 389 |
Operating lease liability, current portion (note 12) | 5,284 | 4,642 |
Deferred revenue, current portion (note 10) | 128,101 | 122,894 |
Accreditation fees payable, current portion | 637 | 809 |
Income taxes payable | 837 | 2,248 |
Other current liabilities | 0 | 1,600 |
Total current liabilities | 188,375 | 188,189 |
Deferred revenue, long-term portion (note 10) | 21,653 | 22,237 |
Accreditation fees payable, long-term portion | 0 | 142 |
Operating lease liability, long-term portion (note 12) | 16,659 | 12,438 |
Syndicated revolver (note 6) | 221,911 | 238,930 |
Notes payable (note 7) | 222,056 | 0 |
Total Redeemable preferred shares | 107,069 | 90,434 |
Deferred tax liability | 6,123 | 15,720 |
Stockholders' equity (note 14) | ||
Common stock - no par value, 250,000,000 shares authorized; 10,879,140 shares issued and outstanding as of September 30, 2023 and 10,817,110 shares issued and outstanding as of December 31, 2022 | 33,592 | 31,868 |
Additional paid-in capital | 13,237 | 8,106 |
Retained earnings | (16,924) | 55,899 |
Accumulated other comprehensive income (note 4) | 140 | 784 |
Total stockholders' equity | 30,045 | 96,657 |
Total liabilities and stockholders' equity | 813,891 | 664,747 |
Contingencies (note 19) |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance for doubtful accounts | $ 595 | $ 693 |
Common stock, no par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 10,879,140 | 10,817,110 |
Common stock, shares outstanding (in shares) | 10,879,140 | 10,817,110 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Revenues | $ 86,971 | $ 78,050 | $ 252,379 | $ 242,233 |
Cost of revenues (note 10) | ||||
Direct cost of revenues | 50,717 | 48,302 | 150,750 | 147,023 |
Network, other costs | 7,322 | 4,244 | 20,638 | 13,188 |
Network, depreciation of property and equipment | 9,138 | 7,136 | 26,331 | 19,620 |
Network, amortization of intangible assets (note 5) | 378 | 378 | 1,135 | 1,134 |
Network, impairment of property and equipment | 2,663 | 3 | 4,679 | 30 |
Total cost of revenues | 70,218 | 60,063 | 203,533 | 180,995 |
Gross profit | 16,753 | 17,987 | 48,846 | 61,238 |
Expenses: | ||||
Sales and marketing | 17,295 | 13,894 | 49,052 | 39,384 |
Technical operations and development | 4,818 | 2,983 | 14,214 | 10,212 |
General and administrative | 9,399 | 7,897 | 25,674 | 22,006 |
Depreciation of property and equipment | 137 | 149 | 439 | 443 |
Loss (gain) on disposition of property and equipment | 0 | (19) | 0 | 461 |
Amortization of intangible assets (note 5) | 2,242 | 2,464 | 6,966 | 7,394 |
Loss (gain) on currency forward contracts (note 4) | 29 | 0 | 52 | 0 |
Total expenses | 33,920 | 27,368 | 96,397 | 79,900 |
Loss from operations | (17,167) | (9,381) | (47,551) | (18,662) |
Other income (expenses): | ||||
Interest expense, net | (10,739) | (4,337) | (29,120) | (8,555) |
Loss on debt extinguishment (note 18) | 0 | 0 | (14,680) | 0 |
Income earned on sale of transferred assets, net (note 17) | 4,312 | 4,737 | 12,971 | 14,009 |
Other expense, net | 0 | (27) | 0 | (128) |
Total other income (expenses) | (6,427) | 373 | (30,829) | 5,326 |
Loss before provision for income taxes | (23,594) | (9,008) | (78,380) | (13,336) |
Provision (recovery) for income taxes (note 8) | (822) | (1,027) | (5,557) | 790 |
Net loss for the period | (22,772) | (7,981) | (72,823) | (14,126) |
Other comprehensive income (loss), net of tax | ||||
Unrealized income (loss) on hedging activities (note 4) | (483) | (1,674) | 163 | (510) |
Net amount reclassified to earnings (note 4) | (181) | (100) | (807) | (109) |
Other comprehensive loss net of tax recovery of ($211) and ($566) for the three months ended September 30, 2023 and September 30, 2022, ($204) and ($197) for the nine months ended September 30, 2023 and September 30, 2022 (note 4) | (664) | (1,774) | (644) | (619) |
Comprehensive loss, for the period | $ (23,436) | $ (9,755) | $ (73,467) | $ (14,745) |
Basic and diluted loss per common share (note 9) (in dollars per share) | $ (2.09) | $ (0.74) | $ (6.71) | $ (1.31) |
Shares used in computing basic and diluted loss per common share (note 9) (in shares) | 10,874,659 | 10,779,348 | 10,852,079 | 10,766,657 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Other comprehensive income (loss), tax | $ (211) | $ (566) | $ (204) | $ (197) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities: | ||||
Net loss for the period | $ (22,772) | $ (7,981) | $ (72,823) | $ (14,126) |
Items not involving cash: | ||||
Depreciation of property and equipment | 9,275 | 7,285 | 26,770 | 20,063 |
Impairment of property and equipment | 2,663 | 3 | 4,679 | 30 |
Amortization of debt discount and issuance costs | 1,140 | 215 | 2,271 | 482 |
Amortization of intangible assets | 2,620 | 2,842 | 8,101 | 8,528 |
Net amortization contract costs | (255) | (136) | (612) | (608) |
Accretion of contingent consideration | 0 | 50 | 0 | 198 |
Deferred income taxes (recovery) | (3,258) | (1,658) | (9,381) | (3,397) |
Excess tax benefits on share-based compensation expense | 0 | (103) | 0 | (158) |
Net Right of use operating assets/Operating lease liability | (220) | (715) | (317) | (771) |
Loss on disposal of domain names | 3 | 0 | 3 | 2 |
Accretion of redeemable preferred shares | 2,872 | 1,250 | 9,247 | 1,250 |
Loss on debt extinguishment | 0 | 0 | 14,680 | 0 |
Write off of debt discount and issuance cost | 277 | 0 | 277 | 0 |
Loss (Gain) on change in the fair value of forward contracts | 0 | (135) | 1,624 | (135) |
Amortization of discontinued cash flow hedge | 0 | (254) | (1,144) | (254) |
Stock-based compensation expense | 2,308 | 1,569 | 6,606 | 4,396 |
Change in non-cash operating working capital: | ||||
Accounts receivable | (677) | (1,192) | (5,785) | (139) |
Contract assets | 1,293 | 892 | 4,177 | (7,284) |
Inventory | 12 | (1,092) | (504) | (2,611) |
Prepaid expenses and deposits | 1,049 | 684 | (2,394) | 2,359 |
Deferred costs of fulfillment | 1,520 | 1,915 | (1,964) | 785 |
Income taxes recoverable | 1,445 | 859 | 589 | 2,426 |
Accounts payable | (334) | 791 | (5,433) | 6,949 |
Accrued liabilities | (4,000) | (491) | 293 | 1,954 |
Customer deposits | (708) | (2,528) | 2,957 | (2,201) |
Deferred revenue | (1,216) | (3,050) | 4,623 | (666) |
Accreditation fees payable | 27 | (28) | (314) | (97) |
Net cash provided by/(used in) operating activities | (6,936) | (1,008) | (13,774) | 16,975 |
Financing activities: | ||||
Proceeds received on exercise of stock options | 0 | 237 | 0 | 808 |
Proceeds from issuance of notes payable | 0 | 0 | 227,258 | 0 |
Redeemable preferred shares redemption | 0 | 0 | (45,718) | 0 |
Proceeds from redeemable preferred shares | 0 | 60,000 | 35,000 | 60,000 |
Deferred notes payable financing costs | 70 | 0 | (6,675) | 0 |
Deferred preferred financing costs | 0 | (754) | 145 | (754) |
Contingent payments for acquisitions | 0 | 0 | (1,600) | (3,125) |
Proceeds received on syndicated revolver | 52,382 | 12,600 | 52,382 | 48,300 |
Repayment of syndicated revolver | (58,852) | 0 | (68,652) | 0 |
Deferred syndicate revolver issued | (1,238) | (403) | (1,554) | (668) |
Net cash (used in) provided by financing activities | (7,638) | 71,680 | 190,586 | 104,561 |
Investing activities: | ||||
Additions to property and equipment | (22,572) | (46,676) | (77,476) | (100,018) |
Acquisition of intangible assets | (32) | 0 | (415) | (117) |
Net cash used in investing activities | (22,604) | (46,676) | (77,891) | (100,135) |
Increase (decrease) in cash and cash equivalents, restricted cash, and restricted cash equivalents | (37,178) | 23,996 | 98,921 | 21,401 |
Cash and cash equivalents, restricted cash, and restricted cash equivalents beginning of period | 159,595 | 6,510 | 23,496 | 9,105 |
Cash and cash equivalents, restricted cash, and restricted cash equivalents end of period | 122,417 | 30,506 | 122,417 | 30,506 |
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 | 110,736 | 6,510 | 110,736 | 6,510 |
Restricted cash included in funds held by trustee | 3,138 | 0 | 3,138 | 0 |
Restricted cash included in secured notes reserve funds | 8,543 | 0 | 8,543 | 0 |
Total Cash and cash equivalents, restricted cash, and restricted cash equivalents end of period | 122,417 | 6,510 | 122,417 | 6,510 |
Supplemental cash flow information: | ||||
Interest paid | 5,483 | 3,005 | 15,810 | 6,891 |
Income taxes paid, net | 1,367 | 472 | 3,342 | 2,759 |
Supplementary disclosure of non-cash investing and financing activities: | ||||
Property and equipment acquired during the period not yet paid for | $ 74 | $ 1,671 | $ 74 | $ 1,671 |
Note 1 - Organization of the Co
Note 1 - Organization of the Company | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Tucows Inc. (referred to throughout this report as the “Company”, “Tucows”, “we”, “us” or through similar expressions) is a corporate parent, allocating capital and providing efficient shared services to its three |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | 2. The accompanying unaudited interim consolidated balance sheets, and the related consolidated statements of operations and comprehensive 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 September 30, 2023 September 30, 2023 2022 10 not may The accompanying unaudited interim consolidated financial statements have been prepared by Tucows in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) 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, 2022 2022 10 June 6, 2023 ( 2022 no three nine September 30, 2023 2022 Restricted cash Restricted cash is solely in connection with the 2023 7 |
Note 3 - Recent Accounting Pron
Note 3 - Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | 3. Recent Accounting Pronouncements Not None |
Note 4 - Derivative Instruments
Note 4 - Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 4. The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are foreign exchange rate risk and interest rate risk. Since October 2012, May 2020, 2019 third 2022, June 2023, September 30, 2023 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, September 30, 2023 December 31, 2022 no As of September 30, 2023 815 As of December 31, 2022 815 As of September 30, 2023, nil. As of December 31, 2022, 815 As of September 30, 2023 Maturity date (Dollar amounts in thousands of U.S. dollars) Notional amount of U.S. dollars Weighted average exchange rate of U.S. dollars Fair value Asset October - December 2023 $ 14,430 1.3721 $ 186 $ 14,430 1.3721 $ 186 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 September 30, 2023 Fair Value Asset As of December 31, 2022 Fair Value Asset (Liability) Foreign Currency forward contracts designated as cash flow hedges (net) Derivative instruments $ 186 $ (84 ) Interest rate swap contract discontinued as a cash flow hedge (net) Derivative instruments - 1,598 Total foreign currency and interest swap forward contracts (net) Derivative instruments $ 186 $ 1,514 Movement in AOCI balance for the three September 30, 2023 (Dollar amounts in thousands of U.S. dollars) Gains and losses on cash flow hedges Tax impact Total AOCI Opening AOCI Balance - June 30, 2023 $ 1,059 $ (255 ) $ 804 Other comprehensive income (loss) before reclassifications (637 ) 154 (483 ) Amount reclassified from AOCI (238 ) 57 (181 ) Other comprehensive income (loss) for the three months ended September 30, 2023 (875 ) 211 (664 ) Ending AOCI Balance - September 30, 2023 $ 184 $ (44 ) $ 140 Movement in AOCI balance for the nine September 30, 2023 (Dollar amounts in thousands of U.S. dollars) Gains and losses on cash flow hedges Tax impact Total AOCI Opening AOCI balance - December 31, 2022 $ 1,032 $ (248 ) $ 784 Other comprehensive income (loss) before reclassifications 215 (52 ) 163 Amount reclassified from AOCI 55 (13 ) 42 Amortization of discontinued cash flow hedge (1,118 ) 269 (849 ) Other comprehensive income (loss) for the nine months ended September 30, 2023 (848 ) 204 (644 ) Ending AOCI Balance - September 30, 2023 $ 184 $ (44 ) $ 140 Effects of derivative instruments on income and OCI for the three September 30, 2023 2022 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from AOCI into Income Operating expenses $ 198 Foreign currency forward contracts for the three months ended September 30, 2023 $ (483 ) Cost of revenues $ 40 Operating expenses $ (97 ) Foreign currency forward contracts for the three months ended September 30, 2022 $ (1,666 ) Cost of revenues $ (26 ) Interest rate swap contract for the three months ended September 30, 2022 $ (8 ) Interest expense, net $ 254 Effects of derivative instruments on income and OCI for the nine September 30, 2023 2022 Derivatives in Cash Flow Hedging Relationship Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from AOCI into Income Operating expenses $ (38 ) Foreign currency forward contracts for the nine months ended September 30, 2023 $ 163 Cost of revenues $ (17 ) Operating expenses $ (145 ) Foreign currency forward contracts for the nine months ended September 30, 2022 $ (1,941 ) Cost of revenues $ (35 ) Interest rate swap contract for the nine months ended September 30, 2022 $ 1,431 Interest expense, net $ 323 |
Note 5 - Goodwill and Other Int
Note 5 - Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 5. Goodwill: Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in our acquisitions. The Company's Goodwill balance remained consistent at $130.4 million as of September 30, 2023 December 31, 2022 Goodwill is not No three nine September 30, 2023 2022 Other Intangible Assets: Intangible assets consist of acquired brand, technology, customer relationships, surname domain names, direct navigation domain names and network rights. The Company considers its intangible assets consisting of surname domain names and direct navigation domain names as indefinite life intangible assets. The Company has the exclusive right to these domain names as long as the annual renewal fees are paid to the applicable registry. Renewals occur routinely and at a nominal cost. The indefinite life intangible assets are not September 30, 2023 September 30, 2022 June 2006 Intangible assets, comprising brand, technology, customer relationships and network rights are being amortized on a straight-line basis over periods of two fifteen For the three nine September 30, 2023 seven Net book value of acquired intangible assets consist of the following (Dollar amounts in thousands of U.S. dollars): Surname domain names Direct navigation domain names Brand Customer relationships Technology Network rights Total Amortization period indefinite life indefinite life 7 years 3 - 7 years 2 - 7 years 15 years Balances, June 30, 2023 $ 11,155 $ 1,129 $ 1,904 $ 17,111 $ 2,460 $ 933 $ 34,692 Acquisition of customer relationships - - - 32 - - 32 Additions to/(disposals from) domain portfolio, net (2 ) (1 ) - - - - (3 ) Amortization expense - - (518 ) (1,922 ) (155 ) (25 ) (2,620 ) Balances, September 30, 2023 $ 11,153 $ 1,128 $ 1,386 $ 15,221 $ 2,305 $ 908 $ 32,101 Surname domain names Direct navigation domain names Brand Customer relationships Technology Network rights Total Amortization period indefinite life indefinite life 7 years 3 - 7 years 2 - 7 years 15 years Balances, December 31, 2022 $ 11,155 $ 1,129 $ 2,940 $ 20,813 $ 2,770 $ 983 $ 39,790 Acquisition of customer relationships - - - 415 - - 415 Additions to/(disposals from) domain portfolio, net (2 ) (1 ) - - - - (3 ) Amortization expense - - (1,554 ) (6,007 ) (465 ) (75 ) (8,101 ) Balances, September 30, 2023 $ 11,153 $ 1,128 $ 1,386 $ 15,221 $ 2,305 $ 908 $ 32,101 The following table shows the estimated amortization expense for each of the next 5 no Year ending December 31, Remainder of 2023 $ 2,488 2024 5,565 2025 4,382 2026 2,802 2027 1,608 Thereafter 2,975 Total $ 19,820 |
Note 6 - Syndicated Revolver
Note 6 - Syndicated Revolver | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 6. Third Amended 2019 In connection with entering into the 2023 September 22, 2023, August 8, 2022, "2019 Prior to entering into the 2023 nine September 30, 2023 2019 2023 On September 22, 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 September 30, 2023, 2023 October 3, 2023, 2023 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 nine September 30, 2023 three nine September 30, 2022 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): September 30, 2023 December 31, 2022 Revolver $ 223,430 $ 239,700 Less: unamortized debt discount and issuance costs (1,519 ) (770 ) Total Syndicated Revolver 221,911 238,930 Less: Syndicated Revolver, current portion - - Syndicated Revolver, long-term portion $ 221,911 $ 238,930 |
Note 7 - Notes Payable
Note 7 - Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
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 During the three nine September 30, 2023, 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 September 30, 2023, September 30, 2023, 2023 2027. The following table summarizes Ting's borrowings under the 2023 September 30, 2023 Principal $ 238,505 Less: unamortized issuance costs (6,121 ) Less: unamortized discount (10,328 ) Total notes payable 222,056 Less: notes payable, current portion - Note payable, long-term portion $ 222,056 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 September 30, 2023, 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 September 30, 2023 |
Note 8 - Income Taxes
Note 8 - Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
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 nine September 30, 2023 , the Company recorded an income tax of million and $5.6 million on net before income taxes of million and $78.4 million respectively, using an estimated effective tax rate for the fiscal year ending December 31, 2023 three nine September 30, 2023 differs from the U.S. federal statutory rate primarily due to changes in valuation allowance on net operating losses and foreign tax credits, and the impact of foreign earnings. Comparatively, for the three nine September 30, 2022, December 31, 2022. three nine September 30, 2022 |
Note 9 - Basic and Diluted Earn
Note 9 - Basic and Diluted Earnings Per Common Share | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator for basic and diluted earnings per common share: Net loss for the period $ (22,772 ) $ (7,981 ) $ (72,823 ) $ (14,126 ) Denominator for basic and diluted earnings per common share: Basic weighted average number of common shares outstanding 10,874,659 10,779,348 10,852,079 10,766,657 Effect of outstanding stock options - - - - Diluted weighted average number of shares outstanding 10,874,659 10,779,348 10,852,079 10,766,657 Basic loss per common share $ (2.09 ) $ (0.74 ) $ (6.71 ) $ (1.31 ) For the three nine September 30, 2023 September 30, 2022 |
Note 10 - Revenue
Note 10 - Revenue | 9 Months Ended |
Sep. 30, 2023 | |
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 subtracting the SSP of professional services. Total contract consideration is estimated at contract inception, considering any constraints that may Other professional services consist of professional service arrangements with platform services customers which are billed based on separate Statement of Work (“SOW”) arrangements for bespoke feature development. Revenues for professional services contracted through separate SOWs are recognized at a point-in-time when the final acceptance criteria have been met. (c) Tucows Domains Domain registration contracts, which can be purchased for terms of one ten Domain related value-added services like digital certifications, WHOIS privacy, website hosting and hosted email provide our resellers and retail registrant customers with tools and additional functionality to be used in conjunction with domain registrations. All domain related value-added services are considered distinct performance obligations which transfer the promised service to the customer over the contracted term. Fees charged to customers for domain related value-added services are collected at the inception of the contract, and revenue is recognized on a straight-line basis over the contracted term, consistent with the satisfaction of the performance obligations. The Company is an ICANN accredited registrar. Thus, the Company is the primary obligor with our reseller and retail registrant customers and is responsible for the fulfillment of our registrar services to those parties. As a result, the Company reports revenue in the amount of the fees we receive directly from our reseller and retail registrant customers. Our reseller customers maintain the primary obligor relationship with their retail customers, establish pricing and retain credit risk to those customers. Accordingly, the Company does not The Company also sells the rights to the Company’s portfolio domains or names acquired through the Company’s domain expiry stream. Revenue generated from sale of domain name contracts, containing a distinct performance obligation to transfer the domain name rights under the Company’s control, is generally recognized once the rights have been transferred and payment has been received in full. Advertising revenue is derived through domain parking monetization, whereby the Company contracts with third no Disaggregation of Revenue The following is a summary of the Company’s revenue earned from each significant revenue stream (Dollar amounts in thousands of U.S. dollars): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Ting: Fiber Internet Services $ 12,855 $ 10,946 $ 37,116 $ 30,955 Wavelo: Platform Services 10,697 4,048 27,537 18,115 Other Professional Services 377 - 1,588 1,750 Total Wavelo 11,074 4,048 29,125 19,865 Tucows Domains Wholesale Domain Services 47,657 46,985 140,734 140,800 Value Added Services 4,252 4,883 13,441 16,129 Total Wholesale 51,909 51,868 154,175 156,929 Retail 9,179 8,413 26,111 25,961 Total Tucows Domains 61,088 60,281 180,286 182,890 Tucows Corporate: Mobile services and eliminations 1,954 2,775 5,852 8,523 $ 86,971 $ 78,050 $ 252,379 $ 242,233 During the three nine September 30, 2023 three nine September 30, 2022 one 10% At September 30, 2023 , one % December 31, 2022, one The following is a summary of the Company’s cost of revenue from each significant revenue stream (Dollar amounts in thousands of U.S. dollars): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Ting: Fiber Internet Services $ 4,869 $ 4,290 $ 14,211 $ 12,746 Wavelo: Platform Services 342 235 1,006 622 Other Professional Services 228 - 1,289 1,632 Total Wavelo 570 235 2,295 2,254 Tucows Domains: Wholesale Domain Services 38,060 37,393 112,352 110,728 Value Added Services 537 613 1,726 1,912 Total Wholesale 38,597 38,006 114,078 112,640 Retail 4,116 4,105 12,383 12,383 Total Tucows Domains 42,713 42,111 126,461 125,023 Tucows Corporate: Mobile services and eliminations 2,565 1,666 7,783 7,000 Network Expenses: Network, other costs 7,322 4,244 20,638 13,188 Network, depreciation of property and equipment 9,138 7,136 26,331 19,620 Network, amortization of intangible assets 378 378 1,135 1,134 Network, impairment of property and equipment 2,663 3 4,679 30 Total Network Expenses 19,501 11,761 52,783 33,972 $ 70,218 $ 60,063 $ 203,533 $ 180,995 During the three nine September 30, 2023 no During the three nine September 30, 2022, nil 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 nine September 30, 2023 Deferred revenue: September 30, 2023 Balance, beginning of period $ 145,131 Deferred revenue 194,668 Recognized revenue (190,045 ) Balance, end of period $ 149,754 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 nine September 30, 2023 Contract assets : September 30, 2023 Balance, beginning of period $ 7,487 Consideration recognized as revenue 24,647 Transferred to receivables (28,824 ) Balance, end of period $ 3,310 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 - Cost to Obtain and Fu
Note 11 - Cost to Obtain and Fulfill a Contract | 9 Months Ended |
Sep. 30, 2023 | |
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 nine September 30, 2023 nine September 30, 2023 The breakdown of the movement in the deferred costs of fulfillment balance for the nine September 30, 2023 September 30, 2023 Balance, beginning of period $ 110,674 Deferral of costs 131,616 Recognized costs (129,652 ) Balance, end of period $ 112,638 |
Note 12 - Leases
Note 12 - Leases | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Operating Lease Cost (leases with a total term greater than 12 months) $ 1,514 $ 1,234 $ 4,152 $ 3,050 Short-term Lease Cost (leases with a total term of 12 months or less) 33 72 168 156 Variable Lease Cost 486 267 1,402 523 Total Lease Cost $ 2,033 $ 1,573 $ 5,722 $ 3,729 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 September 30, For the Nine Months Ended September 30, Supplemental cash flow information: 2023 2022 2023 2022 Operating Lease - Operating Cash Flows (Fixed Payments) $ 1,623 $ 1,697 $ 4,481 $ 3,571 Operating Lease - Operating Cash Flows (Liability Reduction) $ 1,325 $ 1,132 $ 3,819 $ 2,797 Change due to new Right of Use Assets - Operating Leases $ 9,448 $ 2,339 $ 12,565 $ 5,884 Supplemental balance sheet information related to leases: September 30, 2023 December 31, 2022 Weighted Average Discount Rate 6.48 % 3.09 % Weighted Average Remaining Lease Term 9.36 yrs 7.74 yrs Maturity of lease liability as of September 30, 2023 September 30, 2023 Remaining of 2023 $ 1,666 2024 6,206 2025 4,825 2026 2,928 2027 1,962 Thereafter 12,598 Total future lease payments 30,186 Less imputed interest 8,242 Total $ 21,943 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 September 30, 2023 not not The Company has elected to use the single exchange rate approach when accounting for lease modifications. Under the single exchange rate approach, the entire right of use asset is revalued at the date of modification in the Company’s functional currency provided the re-measurement is not |
Note 13 - Segment Reporting
Note 13 - Segment Reporting | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 13. Reportable operating segments: We are organized and managed based on three operating segments which are differentiated primarily by their services, the markets they serve and the regulatory environments in which they operate. No Certain revenues and expenses disclosed under the Corporate category are excluded from segment EBITDA results as they are centrally managed and not Our reportable operating segments and their principal activities consist of the following: 1. 2. 3. Our segmented results include shared services allocations, including a profit margin, from Tucows Corporate for Finance, Human Resources and other technical services, to the operating units. In addition, Wavelo charges Ting a subscriber based monthly charge 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 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 September 30, Nine Months Ended September 30, (In Thousands of US Dollars) 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Net Loss for the period $ (22,772 ) $ (7,981 ) $ (72,823 ) $ (14,126 ) Less: Provision (recovery) for income taxes (822 ) (1,027 ) (5,557 ) 790 Depreciation of property and equipment 9,275 7,285 26,770 20,063 Impairment and loss on disposition of property and equipment 2,663 (16 ) 4,679 491 Amortization of intangible assets 2,620 2,842 8,101 8,528 Interest expense, net 10,739 4,337 29,120 8,555 Loss on debt extinguishment - - 14,680 - Accretion of contingent liability - 50 - 198 Stock-based compensation 2,308 1,569 6,606 4,396 Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities 340 348 254 446 Acquisition and other costs 1 121 472 1,067 1,549 Adjusted EBITDA $ 4,472 $ 7,879 $ 12,897 $ 30,890 1 November 2021. Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Three Months Ended September 30, 2023 Net Revenues External Revenues $ 12,855 $ 10,397 $ 61,088 $ 2,631 $ 86,971 Intersegment Revenues - 677 - (677 ) - Total Net Revenues 12,855 11,074 61,088 1,954 86,971 Direct cost of revenues 4,869 570 42,713 2,565 50,717 Segment Gross Margin 7,986 10,504 18,375 (611 ) 36,254 Network, other costs 7,322 Network, depreciation of property and equipment 9,138 Network, amortization of intangible assets 378 Network, impairment of property and equipment 2,663 Gross profit 16,753 Expenses: Sales and marketing 17,295 Technical operations and development 4,818 General and administrative 9,399 Depreciation of property and equipment 137 Amortization of intangible assets 2,242 Loss (gain) on currency forward contracts 29 Total expenses 33,920 Loss from operations (17,167 ) Other income (expenses): Interest expense, net (10,739 ) Income earned on sale of transferred assets 4,312 Total other income (expense) (6,427 ) Loss before provision for income taxes $ (23,594 ) Adjusted EBITDA $ (12,176 ) $ 4,207 $ 10,913 $ 1,528 $ 4,472 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Three Months Ended September 30, 2022 Net Revenues External Revenues $ 10,946 $ 3,863 $ 60,281 $ 2,960 $ 78,050 Intersegment Revenues - 185 - (185 ) - Total Net Revenues 10,946 4,048 60,281 2,775 78,050 Direct cost of revenues 4,290 235 42,111 1,666 48,302 Segment Gross Margin 6,656 3,813 18,170 1,109 29,748 Network, other costs 4,244 Network, depreciation of property and equipment 7,136 Network, amortization of intangible assets 378 Network, impairment of property and equipment 3 Gross profit 17,987 Expenses: Sales and marketing 13,894 Technical operations and development 2,983 General and administrative 7,897 Depreciation of property and equipment 149 Loss on disposition of property and equipment (19 ) Amortization of intangible assets 2,464 Total expenses 27,368 Loss from operations (9,381 ) Other income (expenses): Interest expense, net (4,337 ) Income earned on sale of transferred assets 4,737 Other expense, net (27 ) Total other income (expense) 373 Loss before provision for income taxes $ (9,008 ) Adjusted EBITDA $ (5,040 ) $ (902 ) $ 10,385 $ 3,436 $ 7,879 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Nine Months Ended September 30, 2023 Net Revenues External Revenues $ 37,116 $ 27,123 $ 180,286 $ 7,854 $ 252,379 Intersegment Revenues - 2,002 - (2,002 ) - Total Net Revenues 37,116 29,125 180,286 5,852 252,379 Direct cost of revenues 14,211 2,295 126,461 7,783 150,750 Segment Gross Margin 22,905 26,830 53,825 (1,931 ) 101,629 Network, other costs 20,638 Network, depreciation of property and equipment 26,331 Network, amortization of intangible assets 1,135 Network, impairment of property and equipment 4,679 Gross profit 48,846 Expenses: Sales and marketing 49,052 Technical operations and development 14,214 General and administrative 25,674 Depreciation of property and equipment 439 Amortization of intangible assets 6,966 Loss (gain) on currency forward contracts 52 Total expenses 96,397 Loss from operations (47,551 ) Other income (expenses): Interest expense, net (29,120 ) Loss on debt extinguishment (14,680 ) Income earned on sale of transferred assets, net 12,971 Other expense, net - Total other income (expense) (30,829 ) Loss before provision for income taxes $ (78,380 ) Adjusted EBITDA $ (31,785 ) $ 7,969 $ 31,829 $ 4,884 $ 12,897 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Nine Months Ended September 30, 2022 Net Revenues External Revenues $ 30,955 $ 19,352 $ 182,890 $ 9,036 $ 242,233 Intersegment Revenues - 513 - (513 ) - Total Net Revenues 30,955 18,839 182,890 9,549 242,233 Direct cost of revenues 12,746 2,254 125,023 7,000 147,023 Segment Gross Margin 18,209 16,585 57,867 2,549 95,210 Network, other costs 13,188 Network, depreciation of property and equipment 19,620 Network, amortization of intangible assets 1,134 Network, impairment of property and equipment 30 Gross profit 61,238 Expenses: Sales and marketing 39,384 Technical operations and development 10,212 General and administrative 22,006 Depreciation of property and equipment 443 Loss on disposition of property and equipment 461 Amortization of intangible assets 7,394 Total expenses 79,900 Loss from operations (18,662 ) Other income (expenses): Interest expense, net (8,555 ) Income earned on sale of transferred assets 14,009 Other expense, net (128 ) Total other income (expense) 5,326 Loss before provision for income taxes $ (13,336 ) Adjusted EBITDA $ (15,546 ) $ 5,017 $ 34,266 $ 7,153 $ 30,890 (b) The following is a summary of the Company’s property and equipment by geographic region (Dollar amounts in thousands of US dollars): September 30, 2023 December 31, 2022 Canada $ 1,007 $ 1,240 United States 329,832 280,219 Europe 35 36 $ 330,874 $ 281,495 (c) The following is a summary of the Company’s amortizable intangible assets by geographic region (Dollar amounts in thousands of US dollars): September 30, 2023 December 31, 2022 Canada $ 2,104 $ 2,736 United States 17,716 24,770 $ 19,820 $ 27,506 (d) Valuation and qualifying accounts (Dollar amounts in thousands of US dollars): Allowance for doubtful accounts Balance at beginning of period Charged to costs and expenses Write-offs during period Balance at end of period Nine Months Ended September 30, 2023 $ 693 $ - $ 98 $ 595 Twelve months ended December 31, 2022 $ 541 $ 152 $ - $ 693 Included in Accounts receivables, net, on our consolidated balance sheets are receivables primarily related to customers, as well as other receivables. As of September 30, 2023 December 31, 2022, nil. |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 14. The following table summarizes stockholders' equity transactions for the three nine September 30, 2023 ( Accumulated Additional other Total Common stock paid in Retained earnings comprehensive stockholders' Number Amount capital (Accumulated Deficit) income (loss) equity Balances, June 30, 2023 10,853,297 $ 32,945 $ 11,509 $ 5,848 $ 804 $ 51,106 Stock-based compensation (1) 25,843 647 1,728 - - 2,375 Net loss - - - (22,772 ) - (22,772 ) Other comprehensive income (loss) - - - - (664 ) (664 ) Balances, September 30, 2023 10,879,140 $ 33,592 $ 13,237 $ (16,924 ) $ 140 $ 30,045 Accumulated Additional other Total Common stock paid in Retained earnings comprehensive stockholders' Number Amount capital (Accumulated Deficit) income (loss) equity Balances, December 31, 2022 10,817,110 $ 31,868 $ 8,106 $ 55,899 $ 784 $ 96,657 Stock-based compensation (1) 62,030 1,724 5,131 - 6,855 Net loss - - - (72,823 ) - (72,823 ) Other comprehensive income (loss) - - - - (644 ) (644 ) Balances, September 30, 2023 10,879,140 $ 33,592 $ 13,237 $ (16,924 ) $ 140 $ 30,045 ( 1 718. three nine September 30, 202 3 2023 On February 9, 2023, February 10, 2023 February 9, 2024. three nine September 30, 2023 not 2022 On February 10, 2022, February 11, 2022 February 10, 2023. three nine September 30, 2022 not nine September 30, 2023 not 2021 On February 9, 2021, February 10, 2021 February 9, 2022. nine September 30, 2022 not |
Note 15 - Share-based Payments
Note 15 - Share-based Payments | 9 Months Ended |
Sep. 30, 2023 | |
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 Option transactions for the three nine September 30, 2023 September 30, 2022 Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 1,131,882 $ 55.84 1,070,045 $ 59.88 Granted 29,000 20.22 24,500 43.80 Exercised - - (14,142 ) 20.53 Forfeited (10,326 ) 34.72 (4,414 ) 66.32 Expired (9,161 ) 65.19 (21,312 ) 57.96 Outstanding, end of period 1,141,395 54.83 1,054,677 60.04 Options exercisable, end of period 733,662 $ 61.23 533,395 $ 61.51 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 1,036,748 $ 59.97 904,151 $ 64.36 Granted 166,055 25.29 242,980 43.09 Exercised - - (26,709 ) 37.53 Forfeited (32,500 ) 61.62 (35,808 ) 72.22 Expired (28,908 ) 63.43 (29,937 ) 58.25 Outstanding, end of period 1,141,395 54.83 1,054,677 60.04 Options exercisable, end of period 733,662 $ 61.23 533,395 $ 61.51 As of September 30, 2023 Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $19.78 - $19.78 27,500 $ 19.78 4.9 $ 17 - $ - - $ - $21.61 - $28.37 138,255 26.38 6.7 - - - - - $30.70 - $30.74 20,000 30.71 6.2 - - - - - $40.04 - $48.00 221,435 42.39 5.6 - 78,919 43.18 5.3 - $51.82 - $59.98 194,258 55.72 1.3 - 226,462 55.70 1.1 - $60.01 - $68.41 296,860 62.10 2.9 - 293,059 62.39 2.7 - $70.13 - $79.51 226,587 78.51 4.3 - 126,035 78.29 4.3 - $80.61 - $82.07 16,500 81.27 5.0 - 9,187 81.35 5.0 - 1,141,395 $ 54.83 4.0 $ 17 733,662 $ 61.23 2.8 $ - Total unrecognized compensation cost relating to unvested stock options at September 30, 2023 mately $6.5 m illion and is expected to be recognized over a weighted average period of 3.1 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 nine September 30, 2023 September 30, 2022 Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 16,463,965 $ 1.27 - $ - Granted 92,000 1.74 - - Exercised - - - - Forfeited (36,667 ) 1.27 - - Expired (15,937 ) 1.27 - - Outstanding, end of period 16,503,361 1.27 - - Options exercisable, end of period 6,748,600 $ 1.27 - $ - Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 15,975,528 $ 1.27 - $ - Granted 767,500 1.33 - - Exercised - - - - Forfeited (207,413 ) 1.27 - - Expired (32,254 ) 1.27 - - Outstanding, end of period 16,503,361 1.27 - - Options exercisable, end of period 6,748,600 $ 1.27 - $ - As of September 30, 2023 Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $1.27-$1.27 16,411,361 $ 1.27 6.1 $ 7,713 6,748,600 $ 1.27 6.1 $ 3,172 $1.74-$1.74 92,000 1.74 6.8 - - - - - 16,503,361 $ 1.27 6.1 $ 7,713 6,748,600 $ 1.27 6.1 $ 3,172 Total unrecognized compensation cost relating to unvested stock options at September 30, 2023 mately $4.7 od of 2.4 2022 On January 16, 2023 four not ten The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company calculates expected volatility based on the actual volatility of comparable publicly traded companies. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company assumes the expected dividend yield to be zero. Details of Ting's stock option transactions for the three nine September 30, 2023 September 30, 2022 Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 7,428,662 $ 6.00 - $ - Granted - 6.00 - - Exercised - - - - Forfeited (62,839 ) 6.00 - - Expired (49,662 ) 6.00 - - Outstanding, end of period 7,316,161 6.00 - - Options exercisable, end of period 2,656,504 $ 6.00 - $ - Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period - $ - - $ - Granted 7,594,000 6.00 - - Exercised - - - - Forfeited (213,650 ) 6.00 - - Expired (64,189 ) 6.00 - - Outstanding, end of period 7,316,161 6.00 - - Options exercisable, end of period 2,656,504 $ 6.00 - $ - As of September 30, 2023 Options outstanding Options exercisable Exercise price Number outstanding Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value Number exercisable Weighted average exercise price per share Weighted average remaining contractual life (years) Aggregate intrinsic value $6.00 - $6.00 7,316,161 $ 6.00 6.3 $ - 2,656,504 $ 6.00 6.3 $ - 7,316,161 $ 6.00 6.3 $ - 2,656,504 $ 6.00 6.3 $ - Total unrecognized compensation cost relating to unvested stock options at September 30, 2023 matel y $0.5 of 2.5 ears. The Company recorded stock-based compensation expense of $2.3 million and $6.6 million for the three nine September 30, 2023 three nine September 30, 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Company options $ 1,819 $ 1,569 $ 4,999 $ 4,396 Wavelo options 505 - 1,561 - Ting options 50 - 296 - Capitalized stock based compensation (66 ) - (250 ) - Total Stock Based Compensation expense $ 2,308 $ 1,569 $ 6,606 $ 4,396 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 718. three nine September 30, 2023 |
Note 16 - Fair Value Measuremen
Note 16 - Fair Value Measurement | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 September 30, 2023 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 186 $ - $ 186 Total asset, net $ - $ 186 $ - $ 186 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, 2022 December 31, 2022 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 1,514 $ - $ 1,514 Total assets, net $ - $ 1,514 $ - $ 1,514 |
Note 17 - Other Income
Note 17 - Other Income | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Other Income and Other Expense Disclosure [Text Block] | 17. On August 1, 2020, one three nine September 30, 2023 September 30, 2022. (Dollar amounts in thousands of U.S. dollars) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Income earned on sale of Transferred Assets $ 4,312 $ 4,737 $ 12,971 $ 14,009 Total Other Income $ 4,312 $ 4,737 $ 12,971 $ 14,009 |
Note 18 - Redeemable Preferred
Note 18 - Redeemable Preferred Shares | 9 Months Ended |
Sep. 30, 2023 | |
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 shares prior to the earliest of (i) a sale of the Company, (ii) a public offering, (iii) an event of default (or similar term) by Tucows Inc. or any of its affiliates under, (iv) a material breach if not two six sixth August 10, 2028 12.4 three nine September 30, 2023, The Company incurred $0.9 million of legal fees related to the redeemable preferred share issuance, which have been reflected as a reduction to the carrying amount of the redeemable preferred unit balance and will be amortized to interest expense, net in the accompanying consolidated statements of operations and comprehensive 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 September 30, 2023, fourth The following table summarizes the Company’s borrowings under the preferred share agreement (Dollar amounts in thousands of U.S. dollars): September 30, 2023 December 31, 2022 Opening Balance $ 91,396 $ - Add: Funding at Transaction Close - 60,000 Add: Milestone Funding 35,000 27,500 Add: Accretion of redeemable preferred shares (1) 12,246 3,896 Add: Loss on debt extinguishment 14,680 - Less: Redemption of preferred shares (45,718 ) - Redeemable preferred shares balance 107,604 91,396 Less: Deferred preferred financing costs (535 ) (962 ) Total Redeemable preferred shares $ 107,069 $ 90,434 ( 1 718. three nine September 30, 2023, $0.5 million and $3.0 million The following table summarizes our scheduled repayments as of September 30, 2023 ( Remainder of 2023 $ - 2024 6,248 2025 15,838 2026 15,751 2027 15,838 Thereafter 129,838 $ 183,513 |
Note 19 - Contingencies
Note 19 - Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 19. 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 September 30, 2023 not |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 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 10b5 1 “10b5 1 10b5 1 may 10b5 1 commence December 15, 2023. 10b5 1 terminate December 31, 2025 |
Trading Arrangement Adoption Date | September 15, 2023 |
Trading Arrangement, Individual Name | Elliot Noss |
Trading Arrangement, Individual Title | President and Chief Executive Officer |
Trading Arrangement, Securities Aggregate Available Amount | 2,295,000 |
Rule 10b5-1 Arrangement Adopted [Flag] | true |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Trading Arrangement Termination Date | December 31, 2025 |
Note 4 - Derivative Instrumen_2
Note 4 - Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Derivative Instruments [Table Text Block] | Maturity date (Dollar amounts in thousands of U.S. dollars) Notional amount of U.S. dollars Weighted average exchange rate of U.S. dollars Fair value Asset October - December 2023 $ 14,430 1.3721 $ 186 $ 14,430 1.3721 $ 186 |
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 September 30, 2023 Fair Value Asset As of December 31, 2022 Fair Value Asset (Liability) Foreign Currency forward contracts designated as cash flow hedges (net) Derivative instruments $ 186 $ (84 ) Interest rate swap contract discontinued as a cash flow hedge (net) Derivative instruments - 1,598 Total foreign currency and interest swap forward contracts (net) Derivative instruments $ 186 $ 1,514 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Gains and losses on cash flow hedges Tax impact Total AOCI Opening AOCI Balance - June 30, 2023 $ 1,059 $ (255 ) $ 804 Other comprehensive income (loss) before reclassifications (637 ) 154 (483 ) Amount reclassified from AOCI (238 ) 57 (181 ) Other comprehensive income (loss) for the three months ended September 30, 2023 (875 ) 211 (664 ) Ending AOCI Balance - September 30, 2023 $ 184 $ (44 ) $ 140 Gains and losses on cash flow hedges Tax impact Total AOCI Opening AOCI balance - December 31, 2022 $ 1,032 $ (248 ) $ 784 Other comprehensive income (loss) before reclassifications 215 (52 ) 163 Amount reclassified from AOCI 55 (13 ) 42 Amortization of discontinued cash flow hedge (1,118 ) 269 (849 ) Other comprehensive income (loss) for the nine months ended September 30, 2023 (848 ) 204 (644 ) Ending AOCI Balance - September 30, 2023 $ 184 $ (44 ) $ 140 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 $ 198 Foreign currency forward contracts for the three months ended September 30, 2023 $ (483 ) Cost of revenues $ 40 Operating expenses $ (97 ) Foreign currency forward contracts for the three months ended September 30, 2022 $ (1,666 ) Cost of revenues $ (26 ) Interest rate swap contract for the three months ended September 30, 2022 $ (8 ) Interest expense, net $ 254 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 $ (38 ) Foreign currency forward contracts for the nine months ended September 30, 2023 $ 163 Cost of revenues $ (17 ) Operating expenses $ (145 ) Foreign currency forward contracts for the nine months ended September 30, 2022 $ (1,941 ) Cost of revenues $ (35 ) Interest rate swap contract for the nine months ended September 30, 2022 $ 1,431 Interest expense, net $ 323 |
Note 5 - Goodwill and Other I_2
Note 5 - Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Surname domain names Direct navigation domain names Brand Customer relationships Technology Network rights Total Amortization period indefinite life indefinite life 7 years 3 - 7 years 2 - 7 years 15 years Balances, June 30, 2023 $ 11,155 $ 1,129 $ 1,904 $ 17,111 $ 2,460 $ 933 $ 34,692 Acquisition of customer relationships - - - 32 - - 32 Additions to/(disposals from) domain portfolio, net (2 ) (1 ) - - - - (3 ) Amortization expense - - (518 ) (1,922 ) (155 ) (25 ) (2,620 ) Balances, September 30, 2023 $ 11,153 $ 1,128 $ 1,386 $ 15,221 $ 2,305 $ 908 $ 32,101 Surname domain names Direct navigation domain names Brand Customer relationships Technology Network rights Total Amortization period indefinite life indefinite life 7 years 3 - 7 years 2 - 7 years 15 years Balances, December 31, 2022 $ 11,155 $ 1,129 $ 2,940 $ 20,813 $ 2,770 $ 983 $ 39,790 Acquisition of customer relationships - - - 415 - - 415 Additions to/(disposals from) domain portfolio, net (2 ) (1 ) - - - - (3 ) Amortization expense - - (1,554 ) (6,007 ) (465 ) (75 ) (8,101 ) Balances, September 30, 2023 $ 11,153 $ 1,128 $ 1,386 $ 15,221 $ 2,305 $ 908 $ 32,101 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year ending December 31, Remainder of 2023 $ 2,488 2024 5,565 2025 4,382 2026 2,802 2027 1,608 Thereafter 2,975 Total $ 19,820 |
Note 6 - Syndicated Revolver (T
Note 6 - Syndicated Revolver (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Standby Fees Based on Total Funded Debt to EBITDA Ratio [Table Text Block] | If Total Funded Debt to EBITDA is: Availment type or fee Less than 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] | September 30, 2023 December 31, 2022 Revolver $ 223,430 $ 239,700 Less: unamortized debt discount and issuance costs (1,519 ) (770 ) Total Syndicated Revolver 221,911 238,930 Less: Syndicated Revolver, current portion - - Syndicated Revolver, long-term portion $ 221,911 $ 238,930 |
Note 7 - Notes Payable (Tables)
Note 7 - Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | September 30, 2023 December 31, 2022 Revolver $ 223,430 $ 239,700 Less: unamortized debt discount and issuance costs (1,519 ) (770 ) Total Syndicated Revolver 221,911 238,930 Less: Syndicated Revolver, current portion - - Syndicated Revolver, long-term portion $ 221,911 $ 238,930 |
Ting Issuer LLC [Member] | |
Notes Tables | |
Schedule of Debt [Table Text Block] | September 30, 2023 Principal $ 238,505 Less: unamortized issuance costs (6,121 ) Less: unamortized discount (10,328 ) Total notes payable 222,056 Less: notes payable, current portion - Note payable, long-term portion $ 222,056 |
Note 9 - Basic and Diluted Ea_2
Note 9 - Basic and Diluted Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator for basic and diluted earnings per common share: Net loss for the period $ (22,772 ) $ (7,981 ) $ (72,823 ) $ (14,126 ) Denominator for basic and diluted earnings per common share: Basic weighted average number of common shares outstanding 10,874,659 10,779,348 10,852,079 10,766,657 Effect of outstanding stock options - - - - Diluted weighted average number of shares outstanding 10,874,659 10,779,348 10,852,079 10,766,657 Basic loss per common share $ (2.09 ) $ (0.74 ) $ (6.71 ) $ (1.31 ) |
Note 10 - Revenue (Tables)
Note 10 - Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Ting: Fiber Internet Services $ 12,855 $ 10,946 $ 37,116 $ 30,955 Wavelo: Platform Services 10,697 4,048 27,537 18,115 Other Professional Services 377 - 1,588 1,750 Total Wavelo 11,074 4,048 29,125 19,865 Tucows Domains Wholesale Domain Services 47,657 46,985 140,734 140,800 Value Added Services 4,252 4,883 13,441 16,129 Total Wholesale 51,909 51,868 154,175 156,929 Retail 9,179 8,413 26,111 25,961 Total Tucows Domains 61,088 60,281 180,286 182,890 Tucows Corporate: Mobile services and eliminations 1,954 2,775 5,852 8,523 $ 86,971 $ 78,050 $ 252,379 $ 242,233 |
Schedule of Cost of Revenues by Revenue Stream [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Ting: Fiber Internet Services $ 4,869 $ 4,290 $ 14,211 $ 12,746 Wavelo: Platform Services 342 235 1,006 622 Other Professional Services 228 - 1,289 1,632 Total Wavelo 570 235 2,295 2,254 Tucows Domains: Wholesale Domain Services 38,060 37,393 112,352 110,728 Value Added Services 537 613 1,726 1,912 Total Wholesale 38,597 38,006 114,078 112,640 Retail 4,116 4,105 12,383 12,383 Total Tucows Domains 42,713 42,111 126,461 125,023 Tucows Corporate: Mobile services and eliminations 2,565 1,666 7,783 7,000 Network Expenses: Network, other costs 7,322 4,244 20,638 13,188 Network, depreciation of property and equipment 9,138 7,136 26,331 19,620 Network, amortization of intangible assets 378 378 1,135 1,134 Network, impairment of property and equipment 2,663 3 4,679 30 Total Network Expenses 19,501 11,761 52,783 33,972 $ 70,218 $ 60,063 $ 203,533 $ 180,995 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | September 30, 2023 Balance, beginning of period $ 145,131 Deferred revenue 194,668 Recognized revenue (190,045 ) Balance, end of period $ 149,754 September 30, 2023 Balance, beginning of period $ 7,487 Consideration recognized as revenue 24,647 Transferred to receivables (28,824 ) Balance, end of period $ 3,310 |
Note 11 - Cost to Obtain and _2
Note 11 - Cost to Obtain and Fulfill a Contract (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Capitalized Contract Cost [Table Text Block] | September 30, 2023 Balance, beginning of period $ 110,674 Deferral of costs 131,616 Recognized costs (129,652 ) Balance, end of period $ 112,638 |
Note 12 - Leases (Tables)
Note 12 - Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Lease, Cost [Table Text Block] | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Operating Lease Cost (leases with a total term greater than 12 months) $ 1,514 $ 1,234 $ 4,152 $ 3,050 Short-term Lease Cost (leases with a total term of 12 months or less) 33 72 168 156 Variable Lease Cost 486 267 1,402 523 Total Lease Cost $ 2,033 $ 1,573 $ 5,722 $ 3,729 For the Three Months Ended September 30, For the Nine Months Ended September 30, Supplemental cash flow information: 2023 2022 2023 2022 Operating Lease - Operating Cash Flows (Fixed Payments) $ 1,623 $ 1,697 $ 4,481 $ 3,571 Operating Lease - Operating Cash Flows (Liability Reduction) $ 1,325 $ 1,132 $ 3,819 $ 2,797 Change due to new Right of Use Assets - Operating Leases $ 9,448 $ 2,339 $ 12,565 $ 5,884 Supplemental balance sheet information related to leases: September 30, 2023 December 31, 2022 Weighted Average Discount Rate 6.48 % 3.09 % Weighted Average Remaining Lease Term 9.36 yrs 7.74 yrs |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | September 30, 2023 Remaining of 2023 $ 1,666 2024 6,206 2025 4,825 2026 2,928 2027 1,962 Thereafter 12,598 Total future lease payments 30,186 Less imputed interest 8,242 Total $ 21,943 |
Note 13 - Segment Reporting (Ta
Note 13 - Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Condensed Income Statement [Table Text Block] | Reconciliation of Loss before Provision for Income Taxes to Adjusted EBITDA Three Months Ended September 30, Nine Months Ended September 30, (In Thousands of US Dollars) 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Net Loss for the period $ (22,772 ) $ (7,981 ) $ (72,823 ) $ (14,126 ) Less: Provision (recovery) for income taxes (822 ) (1,027 ) (5,557 ) 790 Depreciation of property and equipment 9,275 7,285 26,770 20,063 Impairment and loss on disposition of property and equipment 2,663 (16 ) 4,679 491 Amortization of intangible assets 2,620 2,842 8,101 8,528 Interest expense, net 10,739 4,337 29,120 8,555 Loss on debt extinguishment - - 14,680 - Accretion of contingent liability - 50 - 198 Stock-based compensation 2,308 1,569 6,606 4,396 Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities 340 348 254 446 Acquisition and other costs 1 121 472 1,067 1,549 Adjusted EBITDA $ 4,472 $ 7,879 $ 12,897 $ 30,890 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Three Months Ended September 30, 2023 Net Revenues External Revenues $ 12,855 $ 10,397 $ 61,088 $ 2,631 $ 86,971 Intersegment Revenues - 677 - (677 ) - Total Net Revenues 12,855 11,074 61,088 1,954 86,971 Direct cost of revenues 4,869 570 42,713 2,565 50,717 Segment Gross Margin 7,986 10,504 18,375 (611 ) 36,254 Network, other costs 7,322 Network, depreciation of property and equipment 9,138 Network, amortization of intangible assets 378 Network, impairment of property and equipment 2,663 Gross profit 16,753 Expenses: Sales and marketing 17,295 Technical operations and development 4,818 General and administrative 9,399 Depreciation of property and equipment 137 Amortization of intangible assets 2,242 Loss (gain) on currency forward contracts 29 Total expenses 33,920 Loss from operations (17,167 ) Other income (expenses): Interest expense, net (10,739 ) Income earned on sale of transferred assets 4,312 Total other income (expense) (6,427 ) Loss before provision for income taxes $ (23,594 ) Adjusted EBITDA $ (12,176 ) $ 4,207 $ 10,913 $ 1,528 $ 4,472 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Three Months Ended September 30, 2022 Net Revenues External Revenues $ 10,946 $ 3,863 $ 60,281 $ 2,960 $ 78,050 Intersegment Revenues - 185 - (185 ) - Total Net Revenues 10,946 4,048 60,281 2,775 78,050 Direct cost of revenues 4,290 235 42,111 1,666 48,302 Segment Gross Margin 6,656 3,813 18,170 1,109 29,748 Network, other costs 4,244 Network, depreciation of property and equipment 7,136 Network, amortization of intangible assets 378 Network, impairment of property and equipment 3 Gross profit 17,987 Expenses: Sales and marketing 13,894 Technical operations and development 2,983 General and administrative 7,897 Depreciation of property and equipment 149 Loss on disposition of property and equipment (19 ) Amortization of intangible assets 2,464 Total expenses 27,368 Loss from operations (9,381 ) Other income (expenses): Interest expense, net (4,337 ) Income earned on sale of transferred assets 4,737 Other expense, net (27 ) Total other income (expense) 373 Loss before provision for income taxes $ (9,008 ) Adjusted EBITDA $ (5,040 ) $ (902 ) $ 10,385 $ 3,436 $ 7,879 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Nine Months Ended September 30, 2023 Net Revenues External Revenues $ 37,116 $ 27,123 $ 180,286 $ 7,854 $ 252,379 Intersegment Revenues - 2,002 - (2,002 ) - Total Net Revenues 37,116 29,125 180,286 5,852 252,379 Direct cost of revenues 14,211 2,295 126,461 7,783 150,750 Segment Gross Margin 22,905 26,830 53,825 (1,931 ) 101,629 Network, other costs 20,638 Network, depreciation of property and equipment 26,331 Network, amortization of intangible assets 1,135 Network, impairment of property and equipment 4,679 Gross profit 48,846 Expenses: Sales and marketing 49,052 Technical operations and development 14,214 General and administrative 25,674 Depreciation of property and equipment 439 Amortization of intangible assets 6,966 Loss (gain) on currency forward contracts 52 Total expenses 96,397 Loss from operations (47,551 ) Other income (expenses): Interest expense, net (29,120 ) Loss on debt extinguishment (14,680 ) Income earned on sale of transferred assets, net 12,971 Other expense, net - Total other income (expense) (30,829 ) Loss before provision for income taxes $ (78,380 ) Adjusted EBITDA $ (31,785 ) $ 7,969 $ 31,829 $ 4,884 $ 12,897 Ting Wavelo Tucows Domains Tucows Corporate Consolidated Totals For the Nine Months Ended September 30, 2022 Net Revenues External Revenues $ 30,955 $ 19,352 $ 182,890 $ 9,036 $ 242,233 Intersegment Revenues - 513 - (513 ) - Total Net Revenues 30,955 18,839 182,890 9,549 242,233 Direct cost of revenues 12,746 2,254 125,023 7,000 147,023 Segment Gross Margin 18,209 16,585 57,867 2,549 95,210 Network, other costs 13,188 Network, depreciation of property and equipment 19,620 Network, amortization of intangible assets 1,134 Network, impairment of property and equipment 30 Gross profit 61,238 Expenses: Sales and marketing 39,384 Technical operations and development 10,212 General and administrative 22,006 Depreciation of property and equipment 443 Loss on disposition of property and equipment 461 Amortization of intangible assets 7,394 Total expenses 79,900 Loss from operations (18,662 ) Other income (expenses): Interest expense, net (8,555 ) Income earned on sale of transferred assets 14,009 Other expense, net (128 ) Total other income (expense) 5,326 Loss before provision for income taxes $ (13,336 ) Adjusted EBITDA $ (15,546 ) $ 5,017 $ 34,266 $ 7,153 $ 30,890 |
Schedule of Property Plant and Equipment by Geographic Region [Table Text Block] | September 30, 2023 December 31, 2022 Canada $ 1,007 $ 1,240 United States 329,832 280,219 Europe 35 36 $ 330,874 $ 281,495 |
Schedule of Acquired Intangible Assets by Major Class [Table Text Block] | September 30, 2023 December 31, 2022 Canada $ 2,104 $ 2,736 United States 17,716 24,770 $ 19,820 $ 27,506 |
Financing Receivable, Allowance for Credit Loss [Table Text Block] | Allowance for doubtful accounts Balance at beginning of period Charged to costs and expenses Write-offs during period Balance at end of period Nine Months Ended September 30, 2023 $ 693 $ - $ 98 $ 595 Twelve months ended December 31, 2022 $ 541 $ 152 $ - $ 693 |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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) equity Balances, June 30, 2023 10,853,297 $ 32,945 $ 11,509 $ 5,848 $ 804 $ 51,106 Stock-based compensation (1) 25,843 647 1,728 - - 2,375 Net loss - - - (22,772 ) - (22,772 ) Other comprehensive income (loss) - - - - (664 ) (664 ) Balances, September 30, 2023 10,879,140 $ 33,592 $ 13,237 $ (16,924 ) $ 140 $ 30,045 Accumulated Additional other Total Common stock paid in Retained earnings comprehensive stockholders' Number Amount capital (Accumulated Deficit) income (loss) equity Balances, December 31, 2022 10,817,110 $ 31,868 $ 8,106 $ 55,899 $ 784 $ 96,657 Stock-based compensation (1) 62,030 1,724 5,131 - 6,855 Net loss - - - (72,823 ) - (72,823 ) Other comprehensive income (loss) - - - - (644 ) (644 ) Balances, September 30, 2023 10,879,140 $ 33,592 $ 13,237 $ (16,924 ) $ 140 $ 30,045 |
Note 15 - Share-based Payments
Note 15 - Share-based Payments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 1,131,882 $ 55.84 1,070,045 $ 59.88 Granted 29,000 20.22 24,500 43.80 Exercised - - (14,142 ) 20.53 Forfeited (10,326 ) 34.72 (4,414 ) 66.32 Expired (9,161 ) 65.19 (21,312 ) 57.96 Outstanding, end of period 1,141,395 54.83 1,054,677 60.04 Options exercisable, end of period 733,662 $ 61.23 533,395 $ 61.51 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 1,036,748 $ 59.97 904,151 $ 64.36 Granted 166,055 25.29 242,980 43.09 Exercised - - (26,709 ) 37.53 Forfeited (32,500 ) 61.62 (35,808 ) 72.22 Expired (28,908 ) 63.43 (29,937 ) 58.25 Outstanding, end of period 1,141,395 54.83 1,054,677 60.04 Options exercisable, end of period 733,662 $ 61.23 533,395 $ 61.51 Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 16,463,965 $ 1.27 - $ - Granted 92,000 1.74 - - Exercised - - - - Forfeited (36,667 ) 1.27 - - Expired (15,937 ) 1.27 - - Outstanding, end of period 16,503,361 1.27 - - Options exercisable, end of period 6,748,600 $ 1.27 - $ - Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 15,975,528 $ 1.27 - $ - Granted 767,500 1.33 - - Exercised - - - - Forfeited (207,413 ) 1.27 - - Expired (32,254 ) 1.27 - - Outstanding, end of period 16,503,361 1.27 - - Options exercisable, end of period 6,748,600 $ 1.27 - $ - Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period 7,428,662 $ 6.00 - $ - Granted - 6.00 - - Exercised - - - - Forfeited (62,839 ) 6.00 - - Expired (49,662 ) 6.00 - - Outstanding, end of period 7,316,161 6.00 - - Options exercisable, end of period 2,656,504 $ 6.00 - $ - Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Number of shares Weighted average exercise price per share Number of shares Weighted average exercise price per share Outstanding, beginning of period - $ - - $ - Granted 7,594,000 6.00 - - Exercised - - - - Forfeited (213,650 ) 6.00 - - Expired (64,189 ) 6.00 - - Outstanding, end of period 7,316,161 6.00 - - Options exercisable, end of period 2,656,504 $ 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 $19.78 - $19.78 27,500 $ 19.78 4.9 $ 17 - $ - - $ - $21.61 - $28.37 138,255 26.38 6.7 - - - - - $30.70 - $30.74 20,000 30.71 6.2 - - - - - $40.04 - $48.00 221,435 42.39 5.6 - 78,919 43.18 5.3 - $51.82 - $59.98 194,258 55.72 1.3 - 226,462 55.70 1.1 - $60.01 - $68.41 296,860 62.10 2.9 - 293,059 62.39 2.7 - $70.13 - $79.51 226,587 78.51 4.3 - 126,035 78.29 4.3 - $80.61 - $82.07 16,500 81.27 5.0 - 9,187 81.35 5.0 - 1,141,395 $ 54.83 4.0 $ 17 733,662 $ 61.23 2.8 $ - 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 $1.27-$1.27 16,411,361 $ 1.27 6.1 $ 7,713 6,748,600 $ 1.27 6.1 $ 3,172 $1.74-$1.74 92,000 1.74 6.8 - - - - - 16,503,361 $ 1.27 6.1 $ 7,713 6,748,600 $ 1.27 6.1 $ 3,172 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 $6.00 - $6.00 7,316,161 $ 6.00 6.3 $ - 2,656,504 $ 6.00 6.3 $ - 7,316,161 $ 6.00 6.3 $ - 2,656,504 $ 6.00 6.3 $ - |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Company options $ 1,819 $ 1,569 $ 4,999 $ 4,396 Wavelo options 505 - 1,561 - Ting options 50 - 296 - Capitalized stock based compensation (66 ) - (250 ) - Total Stock Based Compensation expense $ 2,308 $ 1,569 $ 6,606 $ 4,396 |
Note 16 - Fair Value Measurem_2
Note 16 - Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | September 30, 2023 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 186 $ - $ 186 Total asset, net $ - $ 186 $ - $ 186 December 31, 2022 Fair Value Measurement Using Assets Level 1 Level 2 Level 3 at Fair value Derivative instrument asset, net $ - $ 1,514 $ - $ 1,514 Total assets, net $ - $ 1,514 $ - $ 1,514 |
Note 17 - Other Income (Tables)
Note 17 - Other Income (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | (Dollar amounts in thousands of U.S. dollars) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Income earned on sale of Transferred Assets $ 4,312 $ 4,737 $ 12,971 $ 14,009 Total Other Income $ 4,312 $ 4,737 $ 12,971 $ 14,009 |
Note 18 - Redeemable Preferre_2
Note 18 - Redeemable Preferred Shares (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Financial Instruments Subject to Mandatory Redemption Disclosure [Table Text Block] | September 30, 2023 December 31, 2022 Opening Balance $ 91,396 $ - Add: Funding at Transaction Close - 60,000 Add: Milestone Funding 35,000 27,500 Add: Accretion of redeemable preferred shares (1) 12,246 3,896 Add: Loss on debt extinguishment 14,680 - Less: Redemption of preferred shares (45,718 ) - Redeemable preferred shares balance 107,604 91,396 Less: Deferred preferred financing costs (535 ) (962 ) Total Redeemable preferred shares $ 107,069 $ 90,434 |
Mandatorily Redeemable Capital Stock [Table Text Block] | Remainder of 2023 $ - 2024 6,248 2025 15,838 2026 15,751 2027 15,838 Thereafter 129,838 $ 183,513 |
Note 4 - Derivative Instrumen_3
Note 4 - Derivative Instruments and Hedging Activities (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | May 31, 2020 | |
Interest Rate Swap [Member] | |||
Derivative, Notional Amount | $ 0 | $ 70,000 | $ 70,000 |
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | |||
Derivative, Notional Amount | 70,000 | ||
Forward Contracts [Member] | |||
Derivative, Notional Amount | 14,400 | 49,700 | |
Forward Contracts [Member] | Designated as Hedging Instrument [Member] | |||
Derivative, Notional Amount | $ 14,400 | $ 49,700 | |
Forward Contracts [Member] | Minimum [Member] | |||
Derivative, Term of Contract (Month) | 1 month | ||
Forward Contracts [Member] | Maximum [Member] | |||
Derivative, Term of Contract (Month) | 12 years |
Note 4 - Derivative Instrumen_4
Note 4 - Derivative Instruments and Hedging Activities - Foreign Currency Forward Contracts (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Foreign Exchange Forward 1 [Member] | |
Notional amount of U.S. dollars | $ 14,430 |
Weighted average exchange rate of U.S. dollars | 1.3721 |
Fair value asset | $ 186 |
Foreign Exchange Forward 2 [Member] | |
Notional amount of U.S. dollars | $ 14,430 |
Weighted average exchange rate of U.S. dollars | 1.3721 |
Foreign currency forward contracts, asset | $ 186 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Total foreign currency and interest swap forward contracts (net) | $ 186 | $ 1,514 |
Interest Rate Swap [Member] | ||
Interest rate swap contract discontinued as a cash flow hedge (net) | 0 | 1,598 |
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||
Foreign currency forward contracts, asset | $ 186 | |
Foreign currency forward contracts, liability | $ (84) |
Note 4 - Derivative Instrumen_6
Note 4 - Derivative Instruments and Hedging Activities - Movement in AOCI Balance (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
AOCI balance, Gains and losses on cash flow hedges | $ 1,059 | $ 1,032 | ||
AOCI balance, Tax impact | (255) | (248) | ||
AOCI balance | 804 | 784 | ||
Other comprehensive income (loss) before reclassifications, Gains and losses on cash flow hedges | (637) | 215 | ||
Other comprehensive income (loss) before reclassifications, Tax impact | 154 | (52) | ||
Other comprehensive income (loss) before reclassifications | (483) | $ (1,674) | 163 | $ (510) |
Amount reclassified from AOCI, Gains and losses on cash flow hedges | (238) | 55 | ||
Amount reclassified from AOCI, Tax impact | 57 | (13) | ||
Amount reclassified from AOCI | (181) | 42 | ||
Other comprehensive income (loss), Gains and losses on cash flow hedges | (875) | (848) | ||
Other comprehensive income (loss), Tax impact | 211 | 204 | ||
Other comprehensive income (loss) for the three months ended September 30, 2023 | (664) | (644) | ||
AOCI balance, Gains and losses on cash flow hedges | 184 | 184 | ||
AOCI balance, Tax impact | (44) | (44) | ||
AOCI balance | 140 | 140 | ||
Amortization of discontinued cash flow hedge, Gains and losses on cash flow hedges | (1,118) | |||
Amortization of discontinued cash flow hedge, Tax impact | 269 | |||
Amortization of discontinued cash flow hedge | (849) | |||
Other comprehensive income (loss), Gains and losses on cash flow hedges | (875) | (848) | ||
Other comprehensive income (loss), Tax impact | 211 | 204 | ||
Other comprehensive income (loss) for the nine months ended September 30, 2023 | (664) | (644) | ||
Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative | (664) | (644) | ||
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Interest Expense, Net [Member] | ||||
Other comprehensive income (loss) for the three months ended September 30, 2023 | (8) | |||
Other comprehensive income (loss) for the nine months ended September 30, 2023 | (8) | |||
Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative | (8) | |||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Operating Expense [Member] | ||||
Other comprehensive income (loss) for the three months ended September 30, 2023 | 163 | |||
Other comprehensive income (loss) for the nine months ended September 30, 2023 | 163 | |||
Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative | 163 | |||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Cost of Sales [Member] | ||||
Other comprehensive income (loss) for the three months ended September 30, 2023 | (483) | (1,666) | (1,941) | |
Other comprehensive income (loss) for the nine months ended September 30, 2023 | (483) | (1,666) | (1,941) | |
Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative | (483) | (1,666) | (1,941) | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Expense, Net [Member] | ||||
Other comprehensive income (loss) for the three months ended September 30, 2023 | 1,431 | |||
Other comprehensive income (loss) for the nine months ended September 30, 2023 | 1,431 | |||
Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative | 1,431 | |||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Operating Expense [Member] | ||||
Amount of Gain or Reclassified from AOCI into Income | 198 | (97) | (38) | (145) |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Cost of Sales [Member] | ||||
Amount of Gain or Reclassified from AOCI into Income | $ 40 | (26) | $ (17) | (35) |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Interest Expense, Net [Member] | ||||
Amount of Gain or Reclassified from AOCI into Income | $ 323 | |||
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Interest Expense, Net [Member] | ||||
Amount of Gain or Reclassified from AOCI into Income | $ 254 |
Note 5 - Goodwill and Other I_3
Note 5 - Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Goodwill, Ending Balance | $ 130,410 | $ 130,410 | $ 130,410 | ||
Goodwill, Impairment Loss | 0 | $ 0 | 0 | $ 0 | |
Finite-Lived Intangible Assets Acquired | $ 32 | $ 415 | |||
Customer Assets and Domain Names [Member] | |||||
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years | 7 years | |||
Finite-Lived Intangible Assets Acquired | $ 100 | $ 400 | |||
Minimum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life (Year) | 2 years | 2 years | |||
Maximum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | 15 years | |||
Domain Services Operating Segment [Member] | |||||
Goodwill, Ending Balance | $ 107,700 | $ 107,700 | |||
Goodwill Percentage Related to Operating Segments | 83% | 83% | |||
Network Access Services [Member] | |||||
Goodwill, Ending Balance | $ 22,700 | $ 22,700 | |||
Goodwill Percentage Related to Operating Segments | 17% | 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Balances | $ 34,692 | $ 39,790 | ||
Acquisition of customer relationships | 32 | 415 | ||
Additions to/(disposals from) domain portfolio, net | (3) | (3) | ||
Amortization expense | (2,620) | $ (2,842) | (8,101) | $ (8,528) |
Balances | 32,101 | 32,101 | ||
Brand [Member] | ||||
Balances | 1,904 | 2,940 | ||
Acquisition of customer relationships | 0 | 0 | ||
Additions to/(disposals from) domain portfolio, net | 0 | 0 | ||
Amortization expense | (518) | (1,554) | ||
Balances | 1,386 | 1,386 | ||
Customer Relationships [Member] | ||||
Balances | 17,111 | 20,813 | ||
Acquisition of customer relationships | 32 | 415 | ||
Additions to/(disposals from) domain portfolio, net | 0 | 0 | ||
Amortization expense | (1,922) | (6,007) | ||
Balances | 15,221 | 15,221 | ||
Technology-Based Intangible Assets [Member] | ||||
Balances | 2,460 | 2,770 | ||
Acquisition of customer relationships | 0 | 0 | ||
Additions to/(disposals from) domain portfolio, net | 0 | 0 | ||
Amortization expense | (155) | (465) | ||
Balances | 2,305 | 2,305 | ||
Network Rights [Member] | ||||
Balances | 933 | 983 | ||
Acquisition of customer relationships | 0 | 0 | ||
Additions to/(disposals from) domain portfolio, net | 0 | 0 | ||
Amortization expense | (25) | (75) | ||
Balances | 908 | 908 | ||
Surname Domain Names [Member] | ||||
Balances | 11,155 | 11,155 | ||
Acquisition of customer relationships | 0 | 0 | ||
Additions to/(disposals from) domain portfolio, net | (2) | (2) | ||
Balances | 11,153 | 11,153 | ||
Direct Navigation Domain Names [Member] | ||||
Balances | 1,129 | 1,129 | ||
Acquisition of customer relationships | 0 | 0 | ||
Additions to/(disposals from) domain portfolio, net | (1) | (1) | ||
Balances | $ 1,128 | $ 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 | Sep. 30, 2023 | Dec. 31, 2022 |
Remainder of 2023 | $ 2,488 | |
2024 | 5,565 | |
2025 | 4,382 | |
2026 | 2,802 | |
2027 | 1,608 | |
Thereafter | 2,975 | |
Total | $ 19,820 | $ 27,506 |
Note 6 - Syndicated Revolver (D
Note 6 - Syndicated Revolver (Details Textual) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Oct. 03, 2023 USD ($) | Sep. 22, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 14, 2019 USD ($) | |
Proceeds from Issuance of Debt | $ 0 | $ 0 | $ 227,258 | $ 0 | ||||||
Royal Bank, Bank of Montreal, Bank of Nova Scotia, HSBC and CIBC [Member] | Guaranteed Credit Facility [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 240,000 | |||||||||
Repayments of Debt | 17,800 | |||||||||
Debt Instrument, Face Amount | 50,900 | 50,900 | ||||||||
Extinguishment of Debt, Amount | 50,900 | |||||||||
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 | 100 | |||||||||
Bank of Montreal [Member] | The 2023 Credit Facility [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 240,000 | |||||||||
Line of Credit Facility, Increasing Capacity, Total Funded Debt to Adjusted EBITDA Ratio Benchmark | 3.75 | |||||||||
Debt Instrument, Fee Amount | $ 900 | |||||||||
Legal Fees | $ 300 | |||||||||
Debt Instrument, Face Amount | 50,900 | $ 50,900 | ||||||||
Proceeds from Issuance of Debt | $ 1,500 | |||||||||
Maximum Total Funded Debt to EBITDA Ratio | 4.5 | |||||||||
Minimum Fixed Charge Coverage Ratio | 3 | |||||||||
Debt Instrument, Required Principal Payment | $ 223,400 | |||||||||
Bank of Montreal [Member] | The 2023 Credit Facility [Member] | Forecast [Member] | ||||||||||
Maximum Total Funded Debt to EBITDA Ratio | 3.75 | 4 | 4.25 | |||||||
Bank of Montreal [Member] | The 2023 Credit Facility [Member] | Subsequent Event [Member] | ||||||||||
Repayments of Debt | $ 1,400 | |||||||||
Bank of Montreal [Member] | The 2023 Credit Facility [Member] | Maximum [Member] | ||||||||||
Line of Credit Facility, Additional Borrowing Capacity Available Through New Commitment | $ 60,000 |
Note 6 - Syndicated Revolver -
Note 6 - Syndicated Revolver - Schedule of Standby Fees Based on Total Funded Debt to EBITDA Ratio (Details) | 9 Months Ended |
Sep. 30, 2023 | |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Loans payable | $ 221,911 | $ 238,930 |
Less: unamortized debt discount and issuance costs | (1,519) | (770) |
Less: Syndicated Revolver, current portion | 0 | 0 |
Syndicated Revolver, long-term portion | 221,911 | 238,930 |
Revolver Facility [Member] | ||
Loans payable | $ 223,430 | $ 239,700 |
Note 7 - Notes Payable (Details
Note 7 - Notes Payable (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
May 04, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Proceeds from Issuance of Debt | $ 0 | $ 0 | $ 227,258,000 | $ 0 | ||
Amortization of Debt Issuance Costs and Discounts | 1,140,000 | 215,000 | 2,271,000 | 482,000 | ||
Funds Held for Clients | 3,138,000 | 0 | 3,138,000 | 0 | $ 0 | |
Restricted Cash, Noncurrent | 8,543,000 | $ 0 | $ 8,543,000 | $ 0 | $ 0 | |
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 | $ 900,000 | $ 1,500,000 | ||||
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% | |||||
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Less: unamortized debt discount and issuance costs | $ (1,519) | $ (770) |
Note payable, long-term portion | 222,056 | $ 0 |
Ting Issuer LLC [Member] | The 2023 Term Notes [Member] | ||
Principal | 238,505 | |
Less: unamortized issuance costs | (6,121) | |
Less: unamortized debt discount and issuance costs | (10,328) | |
Total notes payable | 222,056 | |
Less: notes payable, current portion | 0 | |
Note payable, long-term portion | $ 222,056 |
Note 8 - Income Taxes (Details
Note 8 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Expense (Benefit) | $ (822) | $ (1,027) | $ (5,557) | $ 790 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ (23,594) | $ (9,008) | $ (78,380) | $ (13,336) |
Note 9 - Basic and Diluted Ea_3
Note 9 - Basic and Diluted Earnings Per Common Share - Summary of Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net loss for the period | $ (22,772) | $ (7,981) | $ (72,823) | $ (14,126) |
Shares used in computing basic and diluted loss per common share (note 9) (in shares) | 10,874,659 | 10,779,348 | 10,852,079 | 10,766,657 |
Effect of outstanding stock options (in shares) | 0 | 0 | 0 | 0 |
Diluted weighted average number of shares outstanding (in shares) | 10,874,659 | 10,779,348 | 10,852,079 | 10,766,657 |
Basic and diluted loss per common share (note 9) (in dollars per share) | $ (2.09) | $ (0.74) | $ (6.71) | $ (1.31) |
Note 10 - Revenue 1 (Details Te
Note 10 - Revenue 1 (Details Textual) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 | |
Cost of Revenue Property and Equipment Impairment | $ 2,663 | $ 3 | $ 4,679 | $ 30 | |
Minimum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life (Year) | 2 years | 2 years | |||
Minimum [Member] | Active Domain Name Contracts [Member] | |||||
Finite-Lived Intangible Asset, Useful Life (Year) | 1 year | 1 year | |||
Maximum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | 15 years | |||
Maximum [Member] | Active Domain Name Contracts [Member] | |||||
Finite-Lived Intangible Asset, Useful Life (Year) | 10 years | 10 years | |||
Network Expenses [Member] | |||||
Cost of Revenue Property and Equipment Impairment | $ 2,663 | $ 3 | $ 4,679 | $ 30 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Number of Customers | 1 | 0 | 1 | 0 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer [Member] | |||||
Concentration Risk, Percentage | 14% | 11% | |||
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 | 44% | 46% |
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]: 2023-10-01 | Sep. 30, 2023 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Revenues | $ 86,971 | $ 78,050 | $ 252,379 | $ 242,233 |
Domain Name Services [Member] | Wholesale [Member] | ||||
Net Revenues | 51,909 | 51,868 | 154,175 | 156,929 |
Domain Name Services [Member] | Domain Services [Member] | Wholesale [Member] | ||||
Net Revenues | 47,657 | 46,985 | 140,734 | 140,800 |
Domain Name Services [Member] | Value Added Services [Member] | Wholesale [Member] | ||||
Net Revenues | 4,252 | 4,883 | 13,441 | 16,129 |
Operating Segments [Member] | Fiber Internet Services [Member] | ||||
Net Revenues | 12,855 | 10,946 | 37,116 | 30,955 |
Operating Segments [Member] | Mobile Platform Services [Member] | ||||
Net Revenues | 11,074 | 4,048 | 29,125 | 19,865 |
Operating Segments [Member] | Mobile Platform Services [Member] | Platform Services [Member] | ||||
Net Revenues | 10,697 | 4,048 | 27,537 | 18,115 |
Operating Segments [Member] | Mobile Platform Services [Member] | Other Services [Member] | ||||
Net Revenues | 377 | 0 | 1,588 | 1,750 |
Operating Segments [Member] | Domain Name Services [Member] | ||||
Net Revenues | 61,088 | 60,281 | 180,286 | 182,890 |
Operating Segments [Member] | Domain Name Services [Member] | Retail [Member] | ||||
Net Revenues | 9,179 | 8,413 | 26,111 | 25,961 |
Consolidation, Eliminations [Member] | ||||
Net Revenues | $ 1,954 | $ 2,775 | $ 5,852 | $ 8,523 |
Note 10 - Revenue - Cost of Rev
Note 10 - Revenue - Cost of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Network, other costs | $ 7,322 | $ 4,244 | $ 20,638 | $ 13,188 |
Network, depreciation of property and equipment | 9,138 | 7,136 | 26,331 | 19,620 |
Network, amortization of intangible assets | 378 | 378 | 1,135 | 1,134 |
Cost of Revenue Property and Equipment Impairment | 2,663 | 3 | 4,679 | 30 |
Cost of revenue | 70,218 | 60,063 | 203,533 | 180,995 |
Corporate, Non-Segment [Member] | ||||
Cost of revenue | 2,565 | 1,666 | 7,783 | 7,000 |
Network Expenses [Member] | ||||
Network, other costs | 7,322 | 4,244 | 20,638 | 13,188 |
Network, depreciation of property and equipment | 9,138 | 7,136 | 26,331 | 19,620 |
Network, amortization of intangible assets | 378 | 378 | 1,135 | 1,134 |
Cost of Revenue Property and Equipment Impairment | 2,663 | 3 | 4,679 | 30 |
Cost of revenue | 19,501 | 11,761 | 52,783 | 33,972 |
Fiber Internet Services [Member] | ||||
Cost of revenue | 4,869 | 4,290 | 14,211 | 12,746 |
Mobile Services [Member] | ||||
Cost of revenue | 570 | 235 | 2,295 | 2,254 |
Mobile Services [Member] | Platform Services [Member] | ||||
Cost of revenue | 342 | 235 | 1,006 | 622 |
Mobile Services [Member] | Other Services [Member] | ||||
Cost of revenue | 228 | 0 | 1,289 | 1,632 |
Domain Name Services [Member] | ||||
Cost of revenue | 42,713 | 42,111 | 126,461 | 125,023 |
Domain Name Services [Member] | Wholesale [Member] | ||||
Cost of revenue | 38,597 | 38,006 | 114,078 | 112,640 |
Domain Name Services [Member] | Retail Services [Member] | ||||
Cost of revenue | 4,116 | 4,105 | 12,383 | 12,383 |
Domain Name Services [Member] | Domain Services [Member] | Wholesale [Member] | ||||
Cost of revenue | 38,060 | 37,393 | 112,352 | 110,728 |
Domain Name Services [Member] | Value Added Services [Member] | Wholesale [Member] | ||||
Cost of revenue | $ 537 | $ 613 | $ 1,726 | $ 1,912 |
Note 10 - Revenue - Deferred Re
Note 10 - Revenue - Deferred Revenue and Contract Assets (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Balance, beginning of period | $ 145,131 |
Deferred revenue | 194,668 |
Recognized revenue | (190,045) |
Balance, end of period | 149,754 |
Balance, beginning of period | 7,487 |
Consideration recognized as revenue | 24,647 |
Transferred to receivables | (28,824) |
Balance, end of period | $ 3,310 |
Note 11 - Cost to Obtain and _3
Note 11 - Cost to Obtain and Fulfill a Contract (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Capitalized Contract Cost, Amortization | $ (255) | $ (136) | $ (612) | $ (608) |
Domain Registration Costs [Member] | ||||
Increase (Decrease) in Capitalized Costs | 131,600 | |||
Capitalized Contract Cost, Amortization | 129,700 | |||
Capitalized Contract Cost, Impairment Loss | $ 0 | |||
Minimum [Member] | Deferred Costs of Acquisition [Member] | ||||
Capitalized Contract Cost, Amortization Period (Year) | 1 year | 1 year | ||
Maximum [Member] | Deferred Costs of Acquisition [Member] | ||||
Capitalized Contract Cost, Amortization Period (Year) | 10 years | 10 years |
Note 11 - Costs to Obtain and F
Note 11 - Costs to Obtain and Fulfill a Contract - Capitalized Contract Costs Activity (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Deferral of costs | $ 131,616 |
Recognized costs | (129,652) |
Deferred Costs of Acquisition [Member] | |
Balance | 110,674 |
Balance | $ 112,638 |
Note 12 - Leases (Details Textu
Note 12 - Leases (Details Textual) | 9 Months Ended |
Sep. 30, 2023 | |
Lessee, Operating Lease, Renewal Term (Year) | 5 years |
Lessee, Operating Lease, Option to Terminate Term (Year) | 1 year |
Minimum [Member] | |
Lessee, Operating Lease, Remaining Lease Term (Year) | 1 year |
Maximum [Member] | |
Lessee, Operating Lease, Remaining Lease Term (Year) | 20 years |
Note 12 - Leases - Components o
Note 12 - Leases - Components of Lease Expense and Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating Lease - Operating Cash Flows (Fixed Payments) | $ 1,623 | $ 1,697 | $ 4,481 | $ 3,571 | |
Operating Lease - Operating Cash Flows (Liability Reduction) | 1,325 | 1,132 | 3,819 | 2,797 | |
Change due to new Right of Use Assets - Operating Leases | $ 9,448 | 2,339 | $ 12,565 | 5,884 | |
Weighted Average Discount Rate | 6.48% | 6.48% | 3.09% | ||
Weighted Average Remaining Lease Term (Year) | 9 years 4 months 9 days | 9 years 4 months 9 days | 7 years 8 months 26 days | ||
Fiber Internet Services [Member] | Operating Segments [Member] | |||||
Operating Lease Cost (leases with a total term greater than 12 months) | $ 1,514 | ||||
Short-term Lease Cost (leases with a total term of 12 months or less) | 33 | ||||
Variable Lease Cost | 486 | ||||
Total Lease Cost | $ 2,033 | ||||
Mobile Services [Member] | Operating Segments [Member] | |||||
Operating Lease Cost (leases with a total term greater than 12 months) | 1,234 | $ 4,152 | 3,050 | ||
Short-term Lease Cost (leases with a total term of 12 months or less) | 72 | 168 | 156 | ||
Variable Lease Cost | 267 | 1,402 | 523 | ||
Total Lease Cost | $ 1,573 | $ 5,722 | $ 3,729 |
Note 12 - Leases - Future Minim
Note 12 - Leases - Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Remaining of 2023 | $ 1,666 |
2024 | 6,206 |
2025 | 4,825 |
2026 | 2,928 |
2027 | 1,962 |
Thereafter | 12,598 |
Total future lease payments | 30,186 |
Less imputed interest | 8,242 |
Total | $ 21,943 |
Note 13 - Segment Reporting (De
Note 13 - Segment Reporting (Details Textual) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Number of Operating Segments | 3 | |
Other Receivables | $ 1,100 | $ 0 |
Note 13 - Segment Reporting - I
Note 13 - Segment Reporting - Information by Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net loss for the period | $ (22,772) | $ (7,981) | $ (72,823) | $ (14,126) |
Provision (recovery) for income taxes (note 8) | (822) | (1,027) | (5,557) | 790 |
Depreciation of property and equipment | 9,275 | 7,285 | 26,770 | 20,063 |
Impairment and loss on disposition of property and equipment | 2,663 | (16) | 4,679 | 491 |
Amortization of intangible assets | 2,620 | 2,842 | 8,101 | 8,528 |
Interest expense, net | 10,739 | 4,337 | 29,120 | 8,555 |
Loss on debt extinguishment | 0 | 0 | 14,680 | 0 |
Accretion of contingent consideration | 0 | 50 | 0 | 198 |
Share-Based Payment Arrangement, Expense | 2,308 | 1,569 | 6,606 | 4,396 |
Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities | 340 | 348 | 254 | 446 |
Acquisition and other costs1 | 121 | 472 | 1,067 | 1,549 |
Adjusted EBITDA | 4,472 | 7,879 | 12,897 | 30,890 |
External Revenues | 86,971 | 78,050 | 252,379 | 242,233 |
Intersegment Revenues | 0 | 0 | 0 | 0 |
Revenues | 86,971 | 78,050 | 252,379 | 242,233 |
Direct cost of revenues | 50,717 | 48,302 | 150,750 | 147,023 |
Segment Gross Margin | 36,254 | 29,748 | 101,629 | 95,210 |
Network, other costs | 7,322 | 4,244 | 20,638 | 13,188 |
Network, depreciation of property and equipment | 9,138 | 7,136 | 26,331 | 19,620 |
Network, amortization of intangible assets | 378 | 378 | 1,135 | 1,134 |
Network, impairment of property and equipment | 2,663 | 3 | 4,679 | 30 |
Gross profit | 16,753 | 17,987 | 48,846 | 61,238 |
Sales and marketing | 17,295 | 13,894 | 49,052 | 39,384 |
Technical operations and development | 4,818 | 2,983 | 14,214 | 10,212 |
General and administrative | 9,399 | 7,897 | 25,674 | 22,006 |
Depreciation of property and equipment | 137 | 149 | 439 | 443 |
Amortization of intangible assets | 2,242 | 2,464 | 6,966 | 7,394 |
Total expenses | 33,920 | 27,368 | 96,397 | 79,900 |
Loss from operations | (17,167) | (9,381) | (47,551) | (18,662) |
Interest expense, net | (10,739) | (4,337) | (29,120) | (8,555) |
Income earned on sale of transferred assets | 4,312 | 12,971 | ||
Total other income (expenses) | (6,427) | 373 | (30,829) | 5,326 |
Loss before provision for income taxes | (23,594) | (9,008) | (78,380) | (13,336) |
Adjusted EBITDA | 4,472 | 7,879 | 12,897 | 30,890 |
Loss (gain) on disposition of property and equipment | 0 | (19) | 0 | 461 |
Income earned on sale of transferred assets | 4,737 | (14,680) | 14,009 | |
Other expense, net | 27 | 0 | 128 | |
Income earned on sale of transferred assets, net | 4,312 | 12,971 | ||
Ting [Member] | ||||
Adjusted EBITDA | (12,176) | (5,040) | (31,785) | (15,546) |
External Revenues | 12,855 | 10,946 | 37,116 | 30,955 |
Intersegment Revenues | 0 | 0 | 0 | 0 |
Revenues | 12,855 | 10,946 | 37,116 | 30,955 |
Direct cost of revenues | 4,869 | 4,290 | 14,211 | 12,746 |
Segment Gross Margin | 7,986 | 6,656 | 22,905 | 18,209 |
Adjusted EBITDA | (12,176) | (5,040) | (31,785) | (15,546) |
Wavelo [Member] | ||||
Adjusted EBITDA | 4,207 | (902) | 7,969 | 5,017 |
External Revenues | 10,397 | 3,863 | 27,123 | 19,352 |
Intersegment Revenues | 677 | 185 | 2,002 | 513 |
Revenues | 11,074 | 4,048 | 29,125 | 18,839 |
Direct cost of revenues | 570 | 235 | 2,295 | 2,254 |
Segment Gross Margin | 10,504 | 3,813 | 26,830 | 16,585 |
Adjusted EBITDA | 4,207 | (902) | 7,969 | 5,017 |
Tucows Domains [Member] | ||||
Adjusted EBITDA | 10,913 | 10,385 | 31,829 | 34,266 |
External Revenues | 61,088 | 60,281 | 180,286 | 182,890 |
Intersegment Revenues | 0 | 0 | 0 | 0 |
Revenues | 61,088 | 60,281 | 180,286 | 182,890 |
Direct cost of revenues | 42,713 | 42,111 | 126,461 | 125,023 |
Segment Gross Margin | 18,375 | 18,170 | 53,825 | 57,867 |
Adjusted EBITDA | 10,913 | 10,385 | 31,829 | 34,266 |
Corporate Segment [Member] | ||||
Adjusted EBITDA | 1,528 | 3,436 | 4,884 | 7,153 |
External Revenues | 2,631 | 2,960 | 7,854 | 9,036 |
Intersegment Revenues | (677) | (185) | (2,002) | (513) |
Revenues | 1,954 | 2,775 | 5,852 | 9,549 |
Direct cost of revenues | 2,565 | 1,666 | 7,783 | 7,000 |
Segment Gross Margin | (611) | 1,109 | (1,931) | 2,549 |
Adjusted EBITDA | $ 1,528 | $ 3,436 | $ 4,884 | $ 7,153 |
Note 13 - Segment Reporting - S
Note 13 - Segment Reporting - Summary of Property and Equipment by Geographic Region (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property and equipment | $ 330,874 | $ 281,495 |
CANADA | ||
Property and equipment | 1,007 | 1,240 |
UNITED STATES | ||
Property and equipment | 329,832 | 280,219 |
Europe [Member] | ||
Property and equipment | $ 35 | $ 36 |
Note 13 - Segment Reporting -_2
Note 13 - Segment Reporting - Summary of Amortizable Intangible Assets by Geographic Region (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Amortizable intangible assets | $ 19,820 | $ 27,506 |
CANADA | ||
Amortizable intangible assets | 2,104 | 2,736 |
UNITED STATES | ||
Amortizable intangible assets | $ 17,716 | $ 24,770 |
Note 13 - Segment Reporting -_3
Note 13 - Segment Reporting - Summary of Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Balance at beginning of period | $ 693 | $ 541 |
Charged to costs and expenses | 0 | 152 |
Write-offs during period | 98 | 0 |
Balance at end of period | $ 595 | $ 693 |
Note 14 - Stockholders' Equit_2
Note 14 - Stockholders' Equity (Details Textual) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 18 Months Ended | |||||||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Feb. 10, 2023 | Feb. 09, 2023 | Feb. 10, 2022 | Feb. 09, 2021 | |
Stock Buyback Program 2023 [Member] | ||||||||||
Stock Repurchase Program, Authorized Amount | $ 40,000 | $ 40,000 | ||||||||
Stock Repurchased and Retired During Period, Shares (in shares) | 0 | 0 | ||||||||
Stock Buyback Program 2022 [Member] | ||||||||||
Stock Repurchase Program, Authorized Amount | $ 40,000 | |||||||||
Stock Repurchased and Retired During Period, Shares (in shares) | 0 | |||||||||
Stock Buyback Program 2021 [Member] | ||||||||||
Stock Repurchase Program, Authorized Amount | $ 40,000 | |||||||||
Stock Repurchased and Retired During Period, Shares (in shares) | 0 | |||||||||
Capitalized Internal Use Software [Member] | ||||||||||
Share-Based Payment Arrangement, Amount Capitalized | $ 66 | $ 0 | $ 250 | $ 0 |
Note 14 - Stockholders' Equit_3
Note 14 - Stockholders' Equity - Stockholders' Equity Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |||
Balances | $ 51,106 | $ 96,657 | ||||
Stock-based compensation(1) | 2,375 | [1] | 6,855 | |||
Net loss | (22,772) | $ (7,981) | (72,823) | $ (14,126) | ||
Other comprehensive income (loss) | (664) | (644) | ||||
Balances | $ 30,045 | $ 30,045 | ||||
Common Stock [Member] | ||||||
Balances (in shares) | 10,853,297 | 10,817,110 | ||||
Balances | $ 32,945 | $ 31,868 | ||||
Stock-based compensation(1) (in shares) | 25,843 | 62,030 | ||||
Stock-based compensation(1) | $ 647 | [1] | $ 1,724 | |||
Net loss | 0 | 0 | ||||
Other comprehensive income (loss) | $ 0 | $ 0 | ||||
Balances (in shares) | 10,879,140 | 10,879,140 | ||||
Balances | $ 33,592 | $ 33,592 | ||||
Additional Paid-in Capital [Member] | ||||||
Balances | 11,509 | 8,106 | ||||
Stock-based compensation(1) | 1,728 | [1] | 5,131 | |||
Net loss | 0 | 0 | ||||
Other comprehensive income (loss) | 0 | 0 | ||||
Balances | 13,237 | 13,237 | ||||
Retained Earnings [Member] | ||||||
Balances | 5,848 | 55,899 | ||||
Stock-based compensation(1) | 0 | [1] | 0 | |||
Net loss | (22,772) | (72,823) | ||||
Other comprehensive income (loss) | 0 | 0 | ||||
Balances | (16,924) | (16,924) | ||||
AOCI Attributable to Parent [Member] | ||||||
Balances | 804 | 784 | ||||
Stock-based compensation(1) | [1] | 0 | ||||
Net loss | 0 | 0 | ||||
Other comprehensive income (loss) | (664) | (644) | ||||
Balances | $ 140 | $ 140 | ||||
[1]The Company capitalizes stock-based compensation costs 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 three and nine months ended September 30, 2023 the Company capitalized $0.07 million and $0.3 million of stock-based compensation directly attributable to the development of certain IUS assets. |
Note 15 - Share-based Payment_2
Note 15 - Share-based Payments (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jan. 16, 2023 | Nov. 09, 2022 | Oct. 08, 2010 | Nov. 30, 2020 | Sep. 30, 2015 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Nov. 22, 2006 | |
Common Stock, Shares, Outstanding (in shares) | 10,879,140 | 10,879,140 | 10,817,110 | |||||||||
Share-Based Payment Arrangement, Expense | $ 2,308 | $ 1,569 | $ 6,606 | $ 4,396 | ||||||||
Capitalized Internal Use Software [Member] | ||||||||||||
Share-Based Payment Arrangement, Amount Capitalized | 66 | 0 | 250 | 0 | ||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||
Share-Based Payment Arrangement, Expense | 2,300 | 1,600 | 6,600 | 4,400 | ||||||||
Equity Compensation Plan 2006 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 1,725,000 | 4,000,000 | 2,475,000 | 1,250,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 475,000 | 1,530,000 | 750,000 | |||||||||
Share-Based Payment Arrangement, Expense | 1,819 | 1,569 | 4,999 | 4,396 | ||||||||
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 | 6,500 | $ 6,500 | ||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 3 years 1 month 6 days | |||||||||||
The 2022 Wavelo Equity Compensation Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 7 years | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 20,000,000 | |||||||||||
Common Stock, Shares, Outstanding (in shares) | 100,000,000 | |||||||||||
Share-Based Payment Arrangement, Expense | 505 | 0 | $ 1,561 | 0 | ||||||||
The 2022 Wavelo Equity Compensation Plan [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||||
The 2022 Wavelo Equity Compensation Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | 4,700 | $ 4,700 | ||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 4 months 24 days | |||||||||||
The 2022 Ting Equity Compensation Plan [Member] | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 10 | |||||||||||
Common Stock, Shares, Outstanding (in shares) | 100 | |||||||||||
Share-Based Payment Arrangement, Expense | 50 | $ 0 | $ 296 | $ 0 | ||||||||
The 2022 Ting Equity Compensation Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 4 years | |||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 500 | $ 500 | ||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 6 months | |||||||||||
The 2022 Ting Equity Compensation Plan [Member] | Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years |
Note 15 - Share-based Payment_3
Note 15 - Share-based Payments - Stock Option Transactions (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Equity Compensation Plan 2006 [Member] | ||||
Outstanding, Number of shares (in shares) | 1,131,882 | 1,070,045 | 1,036,748 | 904,151 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 55.84 | $ 59.88 | $ 59.97 | $ 64.36 |
Granted, Number of shares (in shares) | 29,000 | 24,500 | 166,055 | 242,980 |
Granted, Weighted average exercise price per share (in dollars per share) | $ 20.22 | $ 43.8 | $ 25.29 | $ 43.09 |
Exercised, Number of shares (in shares) | 0 | (14,142) | 0 | (26,709) |
Exercised, Weighted average exercise price per share (in dollars per share) | $ 0 | $ 20.53 | $ 0 | $ 37.53 |
Forfeited, Number of shares (in shares) | (10,326) | (4,414) | (32,500) | (35,808) |
Forfeited, Weighted average exercise price per share (in dollars per share) | $ 34.72 | $ 66.32 | $ 61.62 | $ 72.22 |
Expired, Number of shares (in shares) | (9,161) | (21,312) | (28,908) | (29,937) |
Expired, Weighted average exercise price per share (in dollars per share) | $ 65.19 | $ 57.96 | $ 63.43 | $ 58.25 |
Outstanding, Number of shares (in shares) | 1,141,395 | 1,054,677 | 1,141,395 | 1,054,677 |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 54.83 | $ 60.04 | $ 54.83 | $ 60.04 |
Options exercisable, Number of shares (in shares) | 733,662 | 533,395 | 733,662 | 533,395 |
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 61.23 | $ 61.51 | $ 61.23 | $ 61.51 |
The 2022 Wavelo Equity Compensation Plan [Member] | ||||
Outstanding, Number of shares (in shares) | 16,463,965 | 15,975,528 | 0 | |
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 1.27 | $ 1.27 | $ 0 | |
Granted, Number of shares (in shares) | 92,000 | 767,500 | ||
Granted, Weighted average exercise price per share (in dollars per share) | $ 1.74 | $ 1.33 | ||
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) | (36,667) | (207,413) | ||
Forfeited, Weighted average exercise price per share (in dollars per share) | $ 1.27 | $ 1.27 | ||
Expired, Number of shares (in shares) | (15,937) | (32,254) | ||
Expired, Weighted average exercise price per share (in dollars per share) | $ 1.27 | $ 1.27 | ||
Outstanding, Number of shares (in shares) | 16,503,361 | 16,503,361 | ||
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 1.27 | $ 1.27 | ||
Options exercisable, Number of shares (in shares) | 6,748,600 | 6,748,600 | ||
Options exercisable, Weighted average exercise price per share (in dollars per share) | $ 1.27 | $ 1.27 | ||
The 2022 Wavelo Equity Compensation Plan [Member] | Total Shares [Member] | ||||
Outstanding, Number of shares (in shares) | 16,503,361 | 16,503,361 | ||
The 2022 Ting Equity Compensation Plan [Member] | ||||
Outstanding, Number of shares (in shares) | 7,428,662 | 0 | ||
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 6 | $ 0 | ||
Granted, Number of shares (in shares) | 0 | 7,594,000 | ||
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) | (62,839) | (213,650) | ||
Forfeited, Weighted average exercise price per share (in dollars per share) | $ 6 | $ 6 | ||
Expired, Number of shares (in shares) | (49,662) | (64,189) | ||
Expired, Weighted average exercise price per share (in dollars per share) | $ 6 | $ 6 | ||
Outstanding, Number of shares (in shares) | 7,316,161 | 7,316,161 | ||
Outstanding, Weighted average exercise price per share (in dollars per share) | $ 6 | $ 6 | ||
Options exercisable, Number of shares (in shares) | 2,656,504 | 2,656,504 | ||
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 | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Equity Compensation Plan 2006 [Member] | |
Number outstanding (in shares) | shares | 1,141,395 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 54.83 |
Weighted average remaining contractual life, options outstanding (Year) | 4 years |
Aggregate intrinsic value, options outstanding | $ | $ 17 |
Number exercisable (in shares) | shares | 733,662 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 61.23 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 2 years 9 months 18 days |
Equity Compensation Plan 2006 [Member] | Exercise Price Range 01 [Member] | |
Exercise price - lower (in dollars per share) | $ 19.78 |
Exercise price - higher (in dollars per share) | $ 19.78 |
Number outstanding (in shares) | shares | 27,500 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 19.78 |
Weighted average remaining contractual life, options outstanding (Year) | 4 years 10 months 24 days |
Aggregate intrinsic value, options outstanding | $ | $ 17 |
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) | $ 21.61 |
Exercise price - higher (in dollars per share) | $ 28.37 |
Number outstanding (in shares) | shares | 138,255 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 26.38 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 8 months 12 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 0 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 0 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
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) | 6 years 2 months 12 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 0 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 0 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
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 | 221,435 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 42.39 |
Weighted average remaining contractual life, options outstanding (Year) | 5 years 7 months 6 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 78,919 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 43.18 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 5 years 3 months 18 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 | 194,258 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 55.72 |
Weighted average remaining contractual life, options outstanding (Year) | 1 year 3 months 18 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 226,462 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 55.7 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 1 year 1 month 6 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 | 296,860 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 62.1 |
Weighted average remaining contractual life, options outstanding (Year) | 2 years 10 months 24 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 293,059 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 62.39 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 2 years 8 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 | 226,587 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 78.51 |
Weighted average remaining contractual life, options outstanding (Year) | 4 years 3 months 18 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 126,035 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 78.29 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 4 years 3 months 18 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) | 5 years |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 9,187 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 81.35 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
Weighted average remaining contractual life, options exercisable (Year) | 5 years |
The 2022 Wavelo Equity Compensation Plan [Member] | |
Number outstanding (in shares) | shares | 16,503,361 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 1.27 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 1 month 6 days |
Aggregate intrinsic value, options outstanding | $ | $ 7,713 |
Number exercisable (in shares) | shares | 6,748,600 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 1.27 |
Aggregate intrinsic value, options exercisable | $ | $ 3,172 |
Weighted average remaining contractual life, options exercisable (Year) | 6 years 1 month 6 days |
The 2022 Wavelo Equity Compensation Plan [Member] | Exercise Price Range 01 [Member] | |
Exercise price - lower (in dollars per share) | $ 1.27 |
Exercise price - higher (in dollars per share) | $ 1.27 |
Number outstanding (in shares) | shares | 16,411,361 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 1.27 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 1 month 6 days |
Aggregate intrinsic value, options outstanding | $ | $ 7,713 |
Number exercisable (in shares) | shares | 6,748,600 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 1.27 |
Aggregate intrinsic value, options exercisable | $ | $ 3,172 |
Weighted average remaining contractual life, options exercisable (Year) | 6 years 1 month 6 days |
The 2022 Wavelo Equity Compensation Plan [Member] | Exercise Price Range 02 [Member] | |
Exercise price - lower (in dollars per share) | $ 1.74 |
Exercise price - higher (in dollars per share) | $ 1.74 |
Number outstanding (in shares) | shares | 92,000 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 1.74 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 9 months 18 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 0 |
Weighted average exercise price per share, options exercisable (in dollars per share) | $ 0 |
Aggregate intrinsic value, options exercisable | $ | $ 0 |
The 2022 Ting Equity Compensation Plan [Member] | |
Number outstanding (in shares) | shares | 7,316,161 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 6 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 3 months 18 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 2,656,504 |
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 3 months 18 days |
The 2022 Ting Equity Compensation Plan [Member] | Exercise Price Range 01 [Member] | |
Exercise price - lower (in dollars per share) | $ 6 |
Exercise price - higher (in dollars per share) | $ 6 |
Number outstanding (in shares) | shares | 7,316,161 |
Weighted average exercise price per share, options outstanding (in dollars per share) | $ 6 |
Weighted average remaining contractual life, options outstanding (Year) | 6 years 3 months 18 days |
Aggregate intrinsic value, options outstanding | $ | $ 0 |
Number exercisable (in shares) | shares | 2,656,504 |
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 3 months 18 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Allocated share based compensation expense | $ 2,308 | $ 1,569 | $ 6,606 | $ 4,396 |
Capitalized Internal Use Software [Member] | ||||
Capitalized stock based compensation | (66) | 0 | (250) | 0 |
Equity Compensation Plan 2006 [Member] | ||||
Allocated share based compensation expense | 1,819 | 1,569 | 4,999 | 4,396 |
The 2022 Wavelo Equity Compensation Plan [Member] | ||||
Allocated share based compensation expense | 505 | 0 | 1,561 | 0 |
The 2022 Ting Equity Compensation Plan [Member] | ||||
Allocated share based compensation expense | 50 | 0 | 296 | 0 |
Total Stock Based Compensation Expense [Member] | ||||
Allocated share based compensation expense | $ 2,308 | $ 1,569 | $ 6,606 | $ 4,396 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative instrument asset, net | $ 186 | $ 1,514 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative instrument asset, net | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative instrument asset, net | 186 | 1,514 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative instrument asset, net | $ 0 | $ 0 |
Note 17 - Other Income (Details
Note 17 - Other Income (Details Textual) | Aug. 01, 2020 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income earned on sale of Transferred Assets | $ 4,312 | $ 4,737 | $ 12,971 | $ 14,009 |
Purchase Agreement With DISH Wireless LLC [Member] | ||||
Income earned on sale of Transferred Assets | 4,312 | 4,737 | 12,971 | 14,009 |
Total Other Income | $ 4,312 | $ 4,737 | $ 12,971 | $ 14,009 |
Note 18 - Redeemable Preferre_3
Note 18 - Redeemable Preferred Shares (Details Textual) - Series A Preferred Units [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
May 04, 2023 | Aug. 08, 2022 | Sep. 30, 2023 | Sep. 30, 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 | $ 12.4 | ||||
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 | 103.7 | 103.7 | ||||
Interest Costs Capitalized | $ 0.5 | $ 3 | ||||
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) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Total Redeemable preferred shares | $ 107,069 | $ 90,434 |
Preferred Stock [Member] | ||
Opening Balance | 91,396 | 0 |
Add: Funding at Transaction Close | 0 | 60,000 |
Add: Milestone Funding | 35,000 | 27,500 |
Add: Accretion of redeemable preferred shares(1) | 12,246 | 3,896 |
Add: Loss on debt extinguishment | 14,680 | 0 |
Less: Redemption of preferred shares | (45,718) | 0 |
Redeemable preferred shares balance | 107,604 | 91,396 |
Less: Deferred preferred financing costs | (535) | (962) |
Total Redeemable preferred shares | $ 107,069 | $ 90,434 |
Note 18 - Redeemable Preferre_5
Note 18 - Redeemable Preferred Shares - Schedule of Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Remainder of 2023 | $ 0 |
2024 | 6,248 |
2025 | 15,838 |
2026 | 15,751 |
2027 | 15,838 |
Thereafter | 129,838 |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount | $ 183,513 |