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Note 3 - Acquisitions

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Business Combination Disclosure [Text Block]

3. Acquisitions:

(a)

Cedar

In the fourth quarter of 2019, the Company entered into a Stock Purchase Agreement to purchase all of the issued and outstanding shares of Cedar Holdings Group, Incorporated (“Cedar”), a fiber Internet provider business based in Durango, Colorado. The transaction closed on January 1, 2020, following receipt of all regulatory approvals. The purchase price was $14.1 million, less a purchase price adjustment of approximately $0.2 million relating to a working capital deficit and the estimated fair value of contingent consideration, for net purchase consideration of $13.9 million. In addition to $9.0 million cash consideration due at closing, the Company also issued 32,374 ($2.0 million) of Tucows Inc. shares with a two-year restriction period at closing. Included in the agreement was contingent consideration totaling up to $4.0 million, with was due on the 24th and 36th month anniversaries of the closing of the transaction dependent upon the achievement of certain milestones as defined in the Share Purchase Agreement. In December of 2022, the Company notified the seller that pursuant to the agreement it would withhold $0.4 million from the final payment to indemnify the Company against tax liabilities related to periods prior to the closing date. The fair value of the contingent consideration was determined to be $3.1 million using a discount rate of 11.2%. On January 3, 2023, the Company paid $1.6 million in relation to the 36^th month anniversary contingent payment.

The amortization period for the customer relationships and network rights are 7 and 15 years, respectively.

(b)

Uniregistry

On October 1, 2021, the Company acquired the domain registry related assets of UNR Corp., UNR Inc. and Uni Naming and Registry Ltd. (each a seller and collectively "UNR"). The purchase price was $3.0 million, less a purchase price adjustment of approximately $0.5 million relating to a working capital deficit, for net purchase consideration of $2.5 million.

Cash Consideration, including working capital adjustment		$	2,499
Total purchase price			2,499

Accounts Receivables, net			538
Other current assets			23
Technology			3,039
Total identifiable assets			3,600
Accounts payable and accrued labilities			1,101
Total liabilities assumed			1,101
Total net assets (liabilities) assumed			2,499
Total goodwill		$	-

The technology assets acquired are amortized over periods of 5 - 7 years.

(c)

Simply Bits

On November 8, 2021, the Company acquired 100% of Simply Bits, LLC via an Agreement and Plan of Merger with one of our wholly owned subsidiaries. The purchase price was $25.0 million, plus a purchase price adjustment of approximately $0.8 million relating to a working capital surplus and the estimated fair value of contingent consideration, for net purchase consideration of $25.8 million. Included in the agreement was contingent consideration totaled up to $1.0 million, which was due 60 days from December 31, 2021 and was paid in 2022.

Cash Consideration, including working capital adjustment		$	24,829
Fair value of contingent payments			953
Total purchase price			25,782

Cash and Cash Equivalents			801
Accounts Receivables, net			87
Other current assets			759
Property and equipment			1,684
Right of use operating lease			1,804
Customer relationships			9,160
Total identifiable assets			14,295
Accounts payable and accrued labilities			307
Deferred tax liability			20
Operating lease liability			1,794
Other liabilities			498
Total liabilities assumed			2,619
Total net assets (liabilities) assumed			11,676
Total goodwill		$	14,106

The amortization period for the customer relationships is 7 years.