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Note 12 - Segment Reporting | 3 Months Ended
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Mar. 31, 2023
Notes to Financial Statements |
Segment Reporting Disclosure [Text Block] | 12. Segment Reporting: Reportable operating segments: We are organized and managed based on three operating segments which are differentiated primarily by their services, the markets they serve and the regulatory environments in which they operate. No operating segments have been aggregated to determine our reportable segments. Certain revenues and expenses disclosed under the Corporate category are excluded from segment EBITDA results as they are centrally managed and not monitored by or reported to our CEO by segment, including Mobile Retail Services, eliminations of intercompany transactions, portions of Finance and Human Resources that are centrally managed, Legal and Corporate IT. Our reportable operating segments and their principal activities consist of the following: 1. Ting - This segment derives revenue from providing retail high speed Internet access services to individuals and small businesses. Revenues are generated in the United States. 2. Wavelo – This segment derives revenue from platform and other professional services related to communication service providers, including Mobile Network Operators and Internet Service Providers, and are primarily generated in the United States. 3. Tucows Domains – This segment includes wholesale and retail domain name registration services, value added services and portfolio services. The Company primarily earns revenues from the registration fees charged to resellers in connection with new, renewed and transferred domain name registrations; the sale of retail Internet domain name registration and email services to individuals and small businesses. Domain Services revenues are attributed to the country in which the contract originates, primarily Canada and the United States. Our segmented results include shared services allocations, including a profit margin, from Tucows Corporate for Finance, Human Resources and other technical services, to the operating units. In addition, Wavelo charges Ting a subscriber based monthly charge services rendered. Financial impacts from these allocations and cross segment charges are eliminated as part of the Tucows Corporate results. Key measure of segment performance: The CEO, as the chief operating decision maker, regularly reviews the operations and performance by segment. The CEO reviews segment revenue, gross margin and adjusted EBITDA (as defined below) as (i) key measures of performance for each segment and (ii) to make decisions about the allocation of resources. Sales and marketing expenses, technical operations and development expenses and general and administrative expenses and not reviewed or managed by the CEO separate from adjusted EBITDA, and are thus not included as separate measurements of segment profitability. Depreciation of property and equipment, amortization of intangibles assets, impairment of indefinite life intangible assets, gain on currency forward contracts and other expense net are organized along functional lines and are not included in the measurement of segment profitability. Total assets and total liabilities are centrally managed and are not reviewed at the segment level by the CEO. Our key measures of segment performance and their definitions are: 1. Segment gross margin - Net revenues less Direct cost of revenues attributable to each segment. 2. Segment adjusted EBITDA - segment gross margin as well as the recurring income earned on sale of transferred assets, less network expenses and certain operating expenses attributable to each segment, such as sales and marketing, technical operations and development, general and administration expenses but excludes gains and losses from unrealized foreign currency, stock-based compensation and transactions that are not indicative of on-going performance, including acquisition and transition costs. Certain revenues and expenses disclosed under the Tucows Corporate category are excluded from segment EBITDA results as they are centrally managed and not monitored by or reported to our CEO by segment, including Mobile Retail Services, eliminations of intercompany transactions, portions of Finance and Human Resources that are centrally managed, Legal and Corporate IT. The Company believes that both segment gross margin and adjusted EBITDA measures are important indicators of the operational strength and performance of its segments, by identifying those items that are not directly a reflection of each segment’s performance or indicative of ongoing operational and profitability trends. Segment gross margin and segment adjusted EBITDA both exclude depreciation of property and equipment, amortization of intangibles assets, impairment of indefinite life intangible assets that are included in the measurement of income before provision for income taxes pursuant to generally accepted accounting principles ("GAAP"). Total assets and total liabilities are centrally managed and are not reviewed at the segment level by the CEO. Information by reportable segments (with the exception of disaggregated revenue, which is discussed in “Note 9 – Revenue”), which is regularly reported to the chief operating decision maker, and the reconciliations thereof to our income before taxes, are set out in the following tables (Dollar amounts in thousands of US dollars):
Reconciliation of Income before Provision for Income Taxes to Adjusted EBITDA |  | Three Months Ended March 31, |
(In Thousands of US Dollars) |  | 2023 |  |  | 2022 |
(unaudited) |  | (unaudited) |  |  | (unaudited) |
Net Income (Loss) for the period |  | $ | (19,083 | ) |  | $ | (3,020 | )
Less: |  |  |  |  |  |  |  |
Provision for income taxes |  |  | (1,710 | ) |  |  | 1,078 |
Depreciation of property and equipment |  |  | 8,588 |  |  |  | 6,043 |
Impairment and loss on disposition of property and equipment |  |  | 1,942 |  |  |  | 412 |
Amortization of intangible assets |  |  | 2,872 |  |  |  | 2,843 |
Interest expense, net |  |  | 7,880 |  |  |  | 1,796 |
Accretion of contingent liability |  |  | - |  |  |  | 98 |
Stock-based compensation |  |  | 2,246 |  |  |  | 1,391 |
Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities |  |  | 40 |  |  |  | 53 |
Acquisition and other costs1 |  |  | 255 |  |  |  | 617 |
Adjusted EBITDA |  | $ | 3,030 |  |  | $ | 11,311 |
1 Acquisition and other costs represent transaction-related expenses, transitional expenses, such as redundant post-acquisition expenses, primarily related to our acquisitions, including Simply Bits in November 2021. Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments.
|  | Ting |  |  | Wavelo |  |  | Tucows Domains |  |  | Tucows Corporate |  |  | Consolidated Totals |
For the Three Months Ended March 31, 2023 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net Revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
External Revenues |  | $ | 11,853 |  |  | $ | 7,958 |  |  | $ | 59,242 |  |  | $ | 1,377 |  |  | $ | 80,430 |
Intersegment Revenues |  |  | - |  |  |  | 658 |  |  |  | - |  |  |  | (658 | ) |  |  | - |
Total Net Revenues |  |  | 11,853 |  |  |  | 7,300 |  |  |  | 59,242 |  |  |  | 2,035 |  |  |  | 80,430 |
Direct cost of revenues |  |  | 3,985 |  |  |  | 1,026 |  |  |  | 41,721 |  |  |  | 2,558 |  |  |  | 49,290 |
Segment Gross Margin |  |  | 7,868 |  |  |  | 6,274 |  |  |  | 17,521 |  |  |  | (523 | ) |  |  | 31,140 |
Network, other costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 6,323 |
Network, depreciation of property and equipment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 8,436 |
Network, amortization of intangible assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 378 |
Network, impairment of property and equipment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,942 |
Gross profit |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 14,061 |
Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 15,737 |
Technical operations and development |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4,815 |
General and administrative |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 8,146 |
Depreciation of property and equipment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 152 |
Loss on disposition of property and equipment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
Amortization of intangible assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,494 |
Loss (gain) on currency forward contracts |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
Total expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 31,344 |
Income (Loss) from operations |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (17,283 | )
Other income (expenses): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (7,880 | )
Income earned on sale of transferred assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4,370 |
Other expense, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
Total other income (expense) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (3,510 | )
Income (Loss) before provision for income taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | (20,793 | )
Adjusted EBITDA |  | $ | (9,273 | ) |  | $ | 335 |  |  | $ | 10,338 |  |  | $ | 1,630 |  |  | $ | 3,030 |
|  | Ting |  |  | Wavelo |  |  | Tucows Domains |  |  | Tucows Corporate |  |  | Consolidated Totals |
For the Three Months Ended March 31, 2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net Revenues |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
External Revenues |  | $ | 9,788 |  |  | $ | 7,004 |  |  | $ | 61,546 |  |  | $ | 2,761 |  |  | $ | 81,099 |
Intersegment Revenues |  |  | - |  |  |  | 157 |  |  |  | - |  |  |  | (157 | ) |  |  | - |
Total Net Revenues |  |  | 9,788 |  |  |  | 6,847 |  |  |  | 61,546 |  |  |  | 2,918 |  |  |  | 81,099 |
Direct cost of revenues |  |  | 4,038 |  |  |  | 961 |  |  |  | 41,812 |  |  |  | 2,610 |  |  |  | 49,421 |
Segment Gross Margin |  |  | 5,751 |  |  |  | 5,886 |  |  |  | 19,733 |  |  |  | 308 |  |  |  | 31,678 |
Network, other costs |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4,180 |
Network, depreciation of property and equipment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 5,895 |
Network, amortization of intangible assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 378 |
Network, impairment of property and equipment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 27 |
Gross profit |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 21,198 |
Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 11,987 |
Technical operations and development |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 3,765 |
General and administrative |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 7,296 |
Depreciation of property and equipment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 148 |
Loss on disposition of property and equipment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 385 |
Amortization of intangible assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,465 |
Loss (gain) on currency forward contracts |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
Total expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 26,046 |
Income (Loss) from operations |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (4,848 | )
Other income (expenses): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (1,796 | )
Income earned on sale of transferred assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4,752 |
Other expense, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (50 | )
Total other income (expense) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,906 |
Income (Loss) before provision for income taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | (1,942 | )
Adjusted EBITDA |  | $ | (4,321 | ) |  | $ | 2,047 |  |  | $ | 11,774 |  |  | $ | 1,811 |  |  | $ | 11,311 |
(b) The following is a summary of the Company’s property and equipment by geographic region (Dollar amounts in thousands of US dollars):
|  | March 31, 2023 |  |  | December 31, 2022 |
Canada |  | $ | 1,348 |  |  | $ | 1,240 |
United States |  |  | 302,407 |  |  |  | 280,219 |
Europe |  |  | 36 |  |  |  | 36 |
|  | $ | 303,791 |  |  | $ | 281,495 |
(c) The following is a summary of the Company’s amortizable intangible assets by geographic region (Dollar amounts in thousands of US dollars):
|  | March 31, 2023 |  |  | December 31, 2022 |
Canada |  | $ | 2,349 |  |  | $ | 2,736 |
United States |  |  | 22,451 |  |  |  | 24,770 |
Germany |  |  | - |  |  |  | - |
|  | $ | 24,800 |  |  | $ | 27,506 |
(d) Valuation and qualifying accounts (Dollar amounts in thousands of US dollars):
Allowance for doubtful accounts |  | Balance at beginning of period |  |  | Charged to costs and expenses |  |  | Write-offs during period |  |  | Balance at end of period |
Three Months Ended March 31, 2023 |  | $ | 693 |  |  | $ | - |  |  | $ | 68 |  |  | $ | 625 |
Twelve months ended December 31, 2022 |  | $ | 541 |  |  | $ | 152 |  |  | $ | - |  |  | $ | 693 |

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