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Note 5 - Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Text Block]

5. Goodwill and Other Intangible Assets

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.

Goodwill consists of the following (Dollar amounts in thousands of U.S. dollars):

	*Ting*		*Wavelo*		*Tucows Domains*		*Total*

Balances, December 31, 2020	$	8,618	$	-	$	107,686	$	116,304
Simply Bits, LLC acquisition		14,106		-		-		14,106
Balances, December 31, 2021	$	22,724	$	-	$	107,686	$	130,410
Balances, December 31, 2022	$	22,724	$	-	$	107,686	$	130,410

The Company's Goodwill balance is $130.4 million as of December 31, 2022 and $130.4 million as of December 31, 2021. The Company's goodwill relates 83% ($107.7 million) to its Tucows Domains operating segment and 17% ($22.7 million) to its Ting operating segment.

Goodwill is not amortized, but is subject to an annual impairment test. The Company performed an impairment analysis as outlined in “Note 2(g) – Significant Accounting Policies” and there were no indications of impairment for Fiscal 2022 and Fiscal 2021.

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 amortized, but are subject to impairment assessments performed throughout the year. During Fiscal 2022, we assessed whether certain domain names that were originally acquired in the June 2006 acquisition of Mailbank.com Inc. that were up for renewal, should not be renewed. During the years ended December 31, 2022, December 31, 2021, and December 31, 2020, no impairment of indefinite life intangible assets was recorded.

Finite-life intangible assets, comprising brand, technology, customer relationships and network rights are being amortized on a straight-line basis over periods of two to fifteen years.

Throughout 2022, the Company purchased customer relationship assets through hosting agreements whereby customer assets and domain names were obtained. These customer assets are being amortized over seven years.

In June 2020, in light of developments in the economy and the business and leisure travel industries as a result of the COVID-19 pandemic, the Company decided to discontinue the operation of Roam Mobility. As a consequence of the decision to shut down its Roam Mobility operations, the Company recorded an impairment loss associated with Roam Mobility customer relationships of $1.4 million during the year ended December 31, 2020.

In August 2020, the Company sold the mobile customer accounts that are marketed and sold under the Ting brand (other than certain customer accounts associated with one network operator), and as such de-recognized any capitalized customer relationships associated with those accounts. See Note 17 - Other income, for more information.

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, December 31, 2020	$	11,157		$	1,135		$	7,021		$	26,664		$	274		$	1,193		$	47,444
Simply Bits acquisition		-			-			-			9,160			-			-			9,160
Uniregistry acquisition		-			-			-			-			3,039			-			3,039
Acquisition of customer relationship		-			-			-			224			-			-			224
Acquisition of brand		-			-			59			-			-			-			59
Acquisition of technology		-			-			-			-			491			-			491
Additions to/(disposals from) domain portfolio, net		(1	)		-			-			-			-			-			(1	)
Amortization expense		-			-			(2,070	)		(7,414	)		(412	)		(111	)		(10,007	)
Balances December 31, 2021	$	11,156		$	1,135		$	5,010		$	28,634		$	3,392		$	1,082			50,409
Acquisition of customer relationship		-			-			-			782			-			-			782
Additions to/(disposals from) domain portfolio, net		(1	)		(6	)		-			-			-			-			(7	)
Amortization expense		-			-			(2,070	)		(8,603	)		(622	)		(99	)		(11,394	)
Balances December 31, 2022	$	11,155		$	1,129		$	2,940		$	20,813		$	2,770		$	983		$	39,790

The following table shows the estimated amortization expense for each of the next 5 years and thereafter, assuming no further additions to acquired intangible assets are made (Dollar amounts in thousands of U.S. dollars):

	*Year ending*
	*December 31,*
2023	$	10,375
2024		5,411
2025		4,205
2026		2,648
2027		1,616
Thereafter		3,251
Total	$	27,506