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Note 7 - Loan Payable | 9 Months Ended
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Sep. 30, 2020
Notes to Financial Statements |
Debt Disclosure [Text Block] | 7. Loan Payable: Amended 2019 Credit Facility On June 14, 2019, the Company and its wholly-owned subsidiaries, Tucows.com Co., Ting Fiber, Inc., Ting Inc., Tucows (Delaware) Inc. and Tucows (Emerald), LLC entered into an Amended and Restated Senior Secured Credit Agreement with Royal Bank of Canada (“RBC”), as administrative agent, and lenders party thereto (collectively with RBC, the “Lenders”) under which the Company has access to an aggregate of up to $240 million in funds, which consists of $180 million guaranteed credit facility and a $60 million accordion facility. The Amended 2019 Credit Facility replaced the Company’s 2017 Amended Credit Facility. On November 27, 2019, the Company entered into Amending Agreement No. 1 to the Amended and Restated Senior Secured Credit Agreement (collectively with the Amended and Restated Senior Secured Credit Agreement, the “Amended 2019 Credit Facility”) to amend certain defined terms in connection with the Cedar acquisition. The Amended 2019 Credit Facility replaced a secured Credit Agreement dated January 20, 2017 with Bank of Montreal, RBC and Bank of Nova Scotia (as amended, the “2017 Amended Credit Facility”). In connection with the Amended 2019 Credit Facility, the Company incurred $0.4 million of fees paid to lenders are debt issuance costs, which have been reflected as a reduction to the carrying amount of the loan payable and will be amortized over the term of the credit facility agreement and $0.1 million have been recorded in general and administrative expenses. The obligations of the Company under the Amended 2019 Credit Agreement are secured by a first priority lien on substantially all of the personal property and assets of the Company and has a four-year term, maturing on June 13, 2023. Credit Facility Terms The Amended 2019 Credit Facility is revolving with interest only payments with no scheduled repayments during the term. The Amended 2019 Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default. The Amended 2019 Credit Facility requires that the Company to comply with the following financial covenants: (i) at all times, a Total Funded Debt to Adjusted EBITDA Ratio (as defined in the Amended 2019 Credit Agreement) of 3.50:1; and (ii) with respect to each fiscal quarter, an Interest Coverage Ratio (as defined in the Amended 2019 Credit Agreement) of not less than 3.00:1. Further, the Company’s maximum annual Capital Expenditures cannot exceed 110% of the forecasted capital expenditures of its annual business plan. In addition, share repurchases require the Lenders’ consent if the Company’s Total Funded Debt to Adjusted EBITDA ratio exceeds 2.00:1. During the three and nine months ended September 30, 2020, the Company was in compliance with these covenants. Borrowings under the Amended 2019 Credit Facility will accrue interest and standby fees based on the Company’s Total Funded Debt to Adjusted EBITDA ratio and the availment type as follows:
|  | If Total Funded Debt to EBITDA is: |
Availment type or fee |  | Less than 1.00 |  |  | Greater than or equal to 1.00 and less than 2.00 |  |  | Greater than or equal to 2.00 and less than 2.50 |  |  | Greater than or equal to 2.50 |
Canadian dollar borrowings based on Bankers’ Acceptance or U.S. dollar borrowings based on LIBOR (Margin) |  |  | 1.50 | % |  |  | 1.85 | % |  |  | 2.35 | % |  |  | 2.85 | %
Canadian or U.S. dollar borrowings based on Prime Rate or U.S. dollar borrowings based on Base Rate (Margin) |  |  | 0.25 | % |  |  | 0.60 | % |  |  | 1.10 | % |  |  | 1.60 | %
Standby fees |  |  | 0.30 | % |  |  | 0.37 | % |  |  | 0.47 | % |  |  | 0.57 | %
The following table summarizes the Company’s borrowings under the credit facilities (Dollar amounts in thousands of U.S. dollars):
|  | September 30, 2020 |  |  | December 31, 2019 |
Revolver |  | $ | 114,400 |  |  | $ | 114,400 |
Less: unamortized debt discount and issuance costs |  |  | (728 | ) |  |  | (897 | )
Total loan payable |  |  | 113,672 |  |  |  | 113,503 |
Less: loan payable, current portion |  |  | - |  |  |  | - |
Loan payable, long-term portion |  | $ | 113,672 |  |  | $ | 113,503 |
The following table summarizes our scheduled principal repayments as of September 30, 2020 (Dollar amounts in thousands of U.S. dollars):
Remainder of 2020 |  | $ | - |
2021 |  |  | - |
2022 |  |  | - |
2023 |  |  | 114,400 |
|  | $ | 114,400 |
Other Credit Facilities Prior to the Company entering into the Amended 2019 Credit Facility and the 2017 Amended Credit Facility, the Company had credit agreements (collectively the “Prior Credit Facilities”) with BMO, which provided the Company with access to a treasury risk management facility and a credit card facility. All remaining credit facilities under the 2017 Amended Credit Facility and the Prior Credit Facilities have been terminated.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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