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Note 6 - Business Acquisitions | 9 Months Ended
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Sep. 30, 2021
Notes to Financial Statements |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 6. BUSINESS ACQUISITIONS 2021 Acquisitions During the first nine months of 2021, we completed the acquisition of billboard assets located in Kansas as well as the acquisition of a surety brokerage company located in Ohio, both accounted for as a business combinations under the provisions of ASC 805. A summary of the acquisitions is provided below. Billboard Acquisition On January 26, 2021, our subsidiary, LMO, acquired from Thomas Outdoor Advertising, Inc., which we refer to as “Thomas”, 238 billboard structures and related assets located in Kansas for a purchase price of $6,102,508 paid in cash. The acquisition was completed for the purpose of expanding our presence in the outdoor advertising market in the Midwestern United States. Due to the timing of the transaction, the initial accounting for the business combination is incomplete. The provisional purchase price allocation is based on internal information derived from our previous acquisitions in the Midwestern United States. We are still in the process of obtaining and assessing documentation of the contracts for customer relationships and detailed reports for structures and permits. Our preliminary purchase price allocation related to Thomas includes property, plant and equipment, intangibles, and goodwill of $1,706,708, $1,551,000 and $2,618,431, respectively, as well as other net assets of $226,369. The intangible assets include customer relationships and permits which have useful lives of fifteen years and ten years, respectively. Insurance Acquisition On April 1, 2021, our subsidiary, GIG, acquired 100% of the stock of American Contracting Services, Inc., which we refer to as "ACS", a surety brokerage company located in Ohio, for a purchase price of $3,455,000. The membership units were acquired for the purpose of expanding our presence in the surety and fidelity insurance business in the United States. The total purchase price consists of $2,225,000 of cash, ten percent of which was held back by GIG and will be disbursed, subject to any claims for indemnification, over an 18-month period, and $1,230,000 in contingent consideration. The fair value of the contingent consideration, classified in other long-term liabilities in the consolidated balance sheet, is dependent on the probability of ACS achieving certain financial performance targets. The contingent consideration ranges between zero and $1,275,000 and is payable twenty-four months following the closing date. Due to the timing of the transaction, the initial accounting for the business combination is incomplete. In order to develop our preliminary fair values, we utilized asset information received from ACS and fair value allocation benchmarks from similar completed transactions. We are currently in the process of assessing ACS's documentation of contracts related to customer relationships; and therefore the initial allocation of the purchase price is subject to refinement. Our preliminary purchase price allocation related to ACS includes property, plant and equipment, intangibles, and goodwill of $87,780, $970,000 and $2,339,628, respectively, as well as other net assets of $57,592. The intangible assets include customer relationships and trade names and trademarks, each of which have a fifteen year useful life. 2020 Acquisitions During the year ended December 31, 2020, we completed two acquisitions of broadband service providers and related assets. These acquisitions were accounted for as business combinations under the provisions of ASC 805. A summary of the acquisitions is provided below. Broadband Acquisitions FIF AireBeam On March 10, 2020, FIF AireBeam, LLC, our wholly-owned subsidiary, acquired substantially all of the business assets of FibAire Communications, LLC, which we refer to as "FibAire", a broadband services provider, as well as other assets used in the business operations owned by entities related to FibAire. The acquisition was accounted for as a business combination under the provisions of ASC 805. Under the terms of the asset purchase agreement, all purchased assets were sold on a debt-free basis to AireBeam. The total purchase price of $13,712,491 was paid 90% in cash and the remaining 10% of the purchase price was paid by issuing to FibAire 10% of the outstanding equity of AireBeam. During the second quarter of 2021, we purchased the non-controlling interest in AireBeam from the non-controlling owner for $664,414. The 10% interest previously owned by FibAire is included within "Redeemable Noncontrolling interest" in our consolidated Balance Sheets as of December 31, 2020. The following is a summary of the allocation of the purchase price, which includes the final fair value allocation of the assets acquired and liabilities assumed:
|  | AireBeam |
Assets Acquired |  |  |  |
Property, plant and equipment |  | $ | 3,112,459 |
Customer relationships |  |  | 1,480,000 |
Permits |  |  | 260,000 |
Trade names and trademarks |  |  | 970,000 |
Goodwill |  |  | 7,124,158 |
Software |  |  | 990,000 |
Right of use assets |  |  | 337,966 |
Other |  |  | 184,737 |
Total Assets Acquired |  |  | 14,459,320 |
Liabilities Assumed |  |  |  |
Accounts payable and deferred revenue |  |  | 317,768 |
Lease liabilities |  |  | 337,966 |
Other |  |  | 91,095 |
Total Liabilities Assumed |  |  | 746,829 |
Total |  | $ | 13,712,491 |
Included in our property, plant, and equipment caption are fiber, tower, and broadband equipment assets acquired in the transaction which have useful lives ranging from five to twenty years. The intangible assets include customer relationships and permits ( ten year useful life) and trade names and trademarks ( twenty year useful life). FIF Utah On December 29, 2020, FIF Utah, our wholly-owned subsidiary, acquired substantially all of the business assets of Utah Broadband, LLC, a broadband services provider, which we refer to as “UBB”, as well as other assets used in the business operations owned by entities related to UBB. Under the terms of the Agreement, FIF Utah will assume only certain liabilities of UBB. The total purchase price of $26,603,700 was paid 80% in cash and the remaining 20% of the purchase price was paid by issuing to UBB 20% of the outstanding equity of FIF Utah. A portion of the cash purchase price was held in escrow to provide a source of indemnification for any breaches of the representations and warranties, covenants and other obligations of UBB under the Agreement. At any time, UBB has the option, but not the obligation, to sell FIF Utah its entire ownership interest in FIF Utah. FIF Utah would be obligated to purchase the units and pay for the purchase over a three-year period if UBB elects to exercise this option. Subject to the occurrence of certain future events, FIF Utah has the option, but not the obligation, to purchase UBB’s ownership interest in FIF Utah, with payment due in full upon exercise of the option. The purchase price for the units under either of these put/call options is based upon a multiple of earnings before interest, taxes, depreciation, amortization, and certain other expenses. The 20% interest outstanding owned by UBB is included within "Redeemable Noncontrolling interest" in our consolidated Balance Sheets. Due to the timing of the transaction, the initial accounting for the business combination is incomplete. In order to develop our preliminary fair values, we utilized asset information received from UBB and fair value allocation benchmarks from similar completed transactions. We are currently in the process of assessing UBB’s documentation of contracts related to customer relationships and also assessing the fair value of the 20% interest issued to UBB; and therefore the initial allocation of the purchase price is subject to refinement. The purchase was recorded at fair value and allocated as follows:
|  | UBB |
Assets Acquired |  |  |  |
Property, plant and equipment |  | $ | 7,319,000 |
Customer relationships |  |  | 6,800,000 |
Trade names and trademarks |  |  | 1,910,000 |
Goodwill |  |  | 10,811,000 |
Right of use assets |  |  | 3,226,355 |
Other |  |  | 201,000 |
Total Assets Acquired |  |  | 30,267,355 |
Liabilities Assumed |  |  |  |
Accounts payable and deferred revenue |  |  | 437,300 |
Lease liabilities |  |  | 3,226,355 |
Total Liabilities Assumed |  |  | 3,663,655 |
Total |  | $ | 26,603,700 |
During the third quarter of 2021, measurement-period adjustments were recorded to increase the fair value assigned to UBB’s property, plant and equipment by $1,149,000 and to reduce the values assigned to intangible assets and goodwill by $930,000 and $219,000, respectively. Depreciation and amortization expense were not materially impacted by the change. Included in our property, plant, and equipment caption are fiber, tower, and broadband equipment assets acquired in the transaction which have useful lives ranging from five to twenty years. The intangible assets include customer relationships and permits (ten year useful life) and trade names and trademarks (twenty year useful life). Pro Forma Information The following is the unaudited pro forma information assuming all business acquisitions occurred on January 1, 2020. For all of the business acquisitions depreciation and amortization have been included in the calculation of the pro forma information provided below, based upon the actual acquisition costs. Depreciation is computed on the straight-line method over the estimated remaining economic lives of the assets, ranging from two years to fifteen years. Amortization is computed on the straight-line method over the estimated useful lives of the assets ranging from two to fifty years.
|  | For the Three Months Ended |  |  | For the Nine Months Ended |
|  | September 30, |  |  | September 30, |
|  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
Revenue |  | $ | 14,498,147 |  |  | $ | 15,169,813 |  |  | $ | 42,790,250 |  |  | $ | 46,201,767 |
Net Income (Loss) Attributable to Common Stockholders |  | $ | (26,276,094 | ) |  | $ | 4,123,386 |  |  | $ | 66,755,499 |  |  | $ | (15,668,384 | )
Basic Net Income (Loss) per Share |  | $ | (0.89 | ) |  | $ | 0.15 |  |  | $ | 2.32 |  |  | $ | (0.62 | )
Diluted Net Income (Loss) per Share |  | $ | (0.89 | ) |  | $ | 0.15 |  |  | $ | 2.32 |  |  | $ | (0.62 | )
Basic Weighted Average Class A and Class B Common Shares Outstanding |  |  | 29,576,115 |  |  |  | 27,231,115 |  |  |  | 28,751,500 |  |  |  | 25,145,700 |
Diluted Weighted Average Class A and Class B Common Shares Outstanding |  |  | 29,576,115 |  |  |  | 27,271,014 |  |  |  | 28,825,428 |  |  |  | 25,145,700 |
The information included in the pro forma amounts is derived from historical information obtained from the sellers of the businesses.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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