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Note 4 - Acquisitions | 9 Months Ended
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Sep. 30, 2019
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | 4 . Acquisitions:
(a) | Blue Ridge Websoft
On February 27, 2015, Ting Fiber, Inc., 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 Fiber, Inc. 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) | Ascio
On March 18, 2019, the Company entered into an Asset Purchase Agreement with its indirect wholly owned subsidiary, Ting Fiber, Inc., and NetNames European Holdings ApS, CSC Administrative Services Limited UK, and Corporation Service Company (“CSC”), pursuant to which Ting Fiber, Inc. purchased from CSC all of the equity of Ascio Technologies, Inc. (“Ascio”), a domain registrar business, and all of CSC’s assets related to that business. The purchase price was $29.5 million, which represented the agreed upon purchase of $29.44 million plus an amount of $21,205 related to the estimated working capital deficiency acquired. The Company has prepared a preliminary purchase price allocation of the assets acquired and the liabilities assumed of Ascio based on management’s best estimates of fair value. The final purchase price allocation may vary based on final appraisals, valuations and analyses of the fair value of the acquired assets and assumed liabilities. The preliminary purchase price allocation is pending the finalization of the fair value of deferred revenue and for potential working capital adjustments to assets and liabilities. We expect to finalize this determination on or before December 31, 2019.
Goodwill |  | $ | 20,046 |
Cash |  |  | 1,437 |
Brand |  |  | 2,020 |
Developed technology |  |  | 2,420 |
Customer relationships |  |  | 10,200 |
Prepaid domain registry fees |  |  | 10,318 |
Other assets |  |  | 2,192 |
Total assets |  |  | 48,633 |
Deferred Revenue |  |  | (12,509 | )
Deferred Tax Liabilities |  |  | (3,025 | )
Other liabilities |  |  | (3,637 | )
Total liabilities |  |  | (19,171 | )
Preliminary consideration paid |  | $ | 29,462 |
As required by Accounting Standards Codification (“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. All definite life intangible assets acquired, including brand, developed technology and customer relationships will be amortized over 7 years. The goodwill related to this acquisition is primarily attributable to synergies expected to arise from the acquisition and is not deductible for tax purposes. In connection with this acquisition, the Company incurred total acquisition related costs of $0.5 million of which nil and $0.5 million were included in General & Administrative expenses in the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2019, respectively. The following table presents selected unaudited pro forma information for the Company assuming the acquisition of Ascio had occurred as of January 1, 2018. This pro forma information does not purport to represent what the Company’s actual results would have been if the acquisition had occurred as of the date indicated or what results would be for any future periods.
|  | Three months ended September 30, |  |  | Nine months ended September 30, |
Dollar amounts in thousands of U.S. Dollars |  | 2018 |  |  | 2019 |  |  | 2018 |
Net revenues |  | $ | 88,242 |  |  | $ | 255,914 |  |  | $ | 275,596 |
Net income |  |  | 4,624 |  |  |  | 9,686 |  |  |  | 10,471 |
Basic earnings per common share |  |  | 0.44 |  |  |  | 0.91 |  |  |  | 0.99 |
Diluted earnings per common share |  | $ | 0.43 |  |  | $ | 0.90 |  |  | $ | 0.97 |
The amount of revenue recognized since the acquisition date included in the consolidated statements of operations and comprehensive income statement for the three and nine months ended September 30, 2019 are $5.8 million, and $11.9 million respectively. The net income recognized since the acquisition date included in the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2019 are losses of $0.6 million and $1.3 million, respectively.

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