XML 27 R10.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 3 - Acquisitions
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
3.
Acquisitions:
 
 
(a)
Blue Ridge Websoft
 
On
February 27, 2015,
Ting Fiber, Inc. (“Ting”),
one
of the Company’s wholly owned subsidiaries, acquired a
70%
ownership interest in Ting Virginia, LLC and its subsidiaries, Blue Ridge Websoft, LLC (doing business as Blue Ridge Internet Works), Fiber Roads, LLC and Navigator Network Services, LLC for consideration of approximately
$3.5
million.
 
On
February 1, 2017,
under the terms of a call option in the agreement, Ting acquired an additional
20%
interest in Ting Virginia, LLC from the selling shareholders (the “Minority Shareholders”) for consideration of
$2.0
million.
 
On
February 13, 2018,
the Company entered into an agreement with the Minority Shareholders pursuant to which the Minority Shareholders could immediately exercise their put option to sell their remaining
10%
ownership interest in Ting Virginia, LLC for
$1.2
million to the Company.  The put option was exercised on
February 13, 2018
and the Company paid
$1.2
million for the remaining
10%
ownership interest and Ting Virginia, LLC became a wholly-owned subsidiary of the Company.  
 
 
 
(b)
eNom, Incorporated
 
 On
January 20, 2017,
the Company entered into a Stock Purchase Agreement with its indirect wholly owned subsidiary, Tucows (Emerald), LLC, Rightside Group, Ltd., and Rightside Operating Co., pursuant to which Tucows (Emerald), LLC purchased from Rightside Operating Co. all of the issued and outstanding capital stock of eNom, Incorporated, a domain name registrar business. The purchase price was
$77.8
million, which represented the agreed upon purchase of
$83.5
million less an amount of
$5.7
million related to the working capital deficiency acquired.
 
As required by ASC
805,
Business Combinations, the Company has recorded deferred revenue at fair value at the acquisition date, which was determined by estimating the costs associated with customer support services and prepaid domain name registration fees to fulfill the contractual obligations over the remaining life of the contract at the acquisition date plus a normal profit margin.
 
The goodwill related to this acquisition is primarily attributable to synergies expected to arise from the acquisition and is
not
deductible for tax purposes.
 
The Company has prepared a final purchase price allocation of the assets acquired and the liabilities assumed of eNom based on management’s best estimates of fair value. The final purchase price reflects the final appraisals, valuations and analyses of the fair value of the acquired assets and assumed liabilities. 
 
The following table shows the final allocation of the purchase price for eNom to the acquired identifiable assets and liabilities assumed (
thousands of U.S. dollars
):
 
Goodwill
  $
69,048
 
Cash
   
1,594
 
Brand
   
12,400
 
Developed technology
   
3,900
 
Customer relationships
   
28,000
 
Prepaid domain registry fees
   
70,644
 
Other assets
   
10,171
 
Total assets
   
195,757
 
         
Deferred Revenue
   
(77,799
)
Deferred Tax Liabilities
   
(24,223
)
Other liabilities
   
(15,903
)
Total liabilities
   
(117,925
)
         
Consideration Paid
  $
77,832
 
 
As required by ASC 
805,
 Business Combinations, the Company has recorded deferred revenue at fair value at the acquisition date, which was determined by estimating the costs associated with customer support services and prepaid domain name registration fees to fulfill the contractual obligations over the remaining life of the contract at the acquisition date plus a normal profit margin.
 
The goodwill related to this acquisition is primarily attributable to synergies expected to arise from the acquisition and is 
not
 deductible for tax purposes.