TCX 8-K
Tucows Inc /Pa/ (TCX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 12, 2020
TUCOWS INC
(Exact Name of Registrant Specified in Charter)
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Pennsylvania (State or Other Jurisdiction of Incorporation) |
0-28284 (Commission File Number) |
23-2707366 (IRS Employer Identification No.) |
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96 Mowat Avenue, Toronto, Ontario, Canada |
M6K 3M1 |
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Registrant’s telephone number, including area code: (416) 535-0123
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock |
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TCX |
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NASDAQ |
Item 2.02. Results of Operations and Financial Condition.
On February 12, 2020 Tucows Inc., a Pennsylvania corporation (the “Company”), issued a press release reporting its financial results for the fourth quarter ended December 31, 2019. A copy of such press release is filed herewith as Exhibit 99.1.
The information in this report and the exhibit is furnished to, and not filed with, the Securities and Exchange Commission and shall not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
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(a) |
Not Applicable. |
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(b) |
Not Applicable. |
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(c) |
Not Applicable. |
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(d) |
Exhibits. |
| Exhibit Number | Exhibit |
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99.1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TUCOWS INC. |
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By: |
/s/ Davinder Singh |
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Davinder Singh |
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Chief Financial Officer |
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Dated: February 13, 2020
EXHIBIT INDEX
| Exhibit Number | Exhibit |
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99.1 |
Press Release of Tucows Inc. dated February 12, 2020, reporting financial results for the fourth quarter ended December 31, 2019. |
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Exhibit 99.1
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Tucows Reports Financial Results for Fourth Quarter 2019
TORONTO, February 12, 2020 – Tucows Inc. (NASDAQ:TCX, TSX:TC), a provider of network access, domain names and other Internet services, today reported its financial results for the fourth quarter ended December 31, 2019. All figures are in U.S. dollars.
Summary Financial Results
(In Thousands of US Dollars, Except Per Share Data)
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3 Months Ended December 31
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12 Months Ended December 31
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2019 (Unaudited) |
2018 (Unaudited) |
% Change |
2019 (Unaudited) |
2018 (Unaudited) |
% Change |
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Net revenue |
85,946 | 85,612 | 0.4 | % | 337,145 | 346,013 | -3 | % | ||||||||||||||||
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Net income |
5,778 | 4,436 | 30 | % | 15,398 | 17,135 | -10 | % | ||||||||||||||||
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Basic Net earnings per common share |
0.55 | 0.42 | 31 | % | 1.45 | 1.62 | -10 | % | ||||||||||||||||
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Adjusted EBITDA1,2 |
16,155 | 16,623 | -3 | % | 51,905 | 50,054 | 4 | % | ||||||||||||||||
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Net cash provided by operating activities |
13,196 | 10,668 | 24 | % | 40,381 | 37,209 | 9 | % | ||||||||||||||||
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1. |
This Non-GAAP financial measure is described below and reconciled to GAAP net income in the accompanying table. |
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2. |
Adjusted EBITDA for the three-month and 12-month periods ended December 31, 2019 reflect the impact of the purchase price accounting adjustment related to the fair value write down of deferred revenue from the Ascio acquisition on March 18, 2019, which lowered Adjusted EBITDA by $0.5 million and $2.5 million, respectively. |
Summary of Revenues and Gross profit
(In Thousands of US Dollars)
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Revenue |
Gross Profit |
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3 Months ended December 31 |
3 Months ended December 31 |
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2019 (Unaudited) |
2018 (Unaudited) |
2019 (Unaudited) |
2018 (Unaudited) |
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Network Access Services: |
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Mobile Services |
21,140 | 22,511 | 9,445 | 11,093 | ||||||||||||
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Other Services |
3,029 | 2,320 | 2,062 | 1,429 | ||||||||||||
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Total Network Access Services |
24,169 | 24,831 | 11,507 | 12,522 | ||||||||||||
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Domain Services: |
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Wholesale |
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Domain Services |
46,622 | 43,396 | 9,085 | 7,752 | ||||||||||||
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Value Added Services |
4,809 | 4,180 | 4,128 | 3,438 | ||||||||||||
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Total Wholesale |
51,431 | 47,576 | 13,213 | 11,190 | ||||||||||||
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Retail |
8,648 | 8,880 | 4,682 | 4,475 | ||||||||||||
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Portfolio |
1,698 | 4,325 | 1,526 | 3,900 | ||||||||||||
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Total Domain Services |
61,777 | 60,781 | 19,421 | 19,565 | ||||||||||||
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Network Expenses: |
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Network, other costs |
- | - | (2,156 | ) | (2,256 | ) | ||||||||||
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Network, depreciation and amortization costs |
- | - | (2,727 | ) | (2,100 | ) | ||||||||||
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Total Network expenses |
- | - | (4,883 | ) | (4,356 | ) | ||||||||||
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Total |
85,946 | 85,612 | 26,045 | 27,731 | ||||||||||||
“Our fourth quarter results were once again demonstrative of the consistency in the Tucows business. Continuing strong cash generation from our Domains and Ting Mobile businesses contributed to record cash from operations for the year of $40 million to support investment in our outsized Ting Internet growth opportunity,” said Elliot Noss, President and Chief Executive Officer, Tucows Inc.
Mr. Noss added, “2019 was a year in which we took meaningful steps to position each of our businesses for long-term success. In our Domains business, we focused on strengthening the quality of the wholesale customer base to maximize gross profit of that channel, which expanded 15% over the prior year, as we made steady progress on our platform work to support future growth. In our Ting Mobile business, we announced positive changes to our service provider agreements that further enhance our already very compelling offering and provide much improved economics, setting the stage for better long-term prospects for our mobile business. And at Ting Internet, we invested more than $32 million in our network build, growing the number of passed homes by more than 60% and expanding our customer base by 46%, while adding four new towns that expanded our potential serviceable addresses by 74%. Tucows remains very well positioned to capitalize the greatest opportunity in telecom in a couple of generations.”
Financial Results
Net revenue for the fourth quarter of 2019 increased 0.4% to $85.9 million from $85.6 million for the fourth quarter of 2018.
Net income for the fourth quarter of 2019 increased 30% to $5.8 million, or $0.55 per share from $4.4 million, or $0.42 per share, for the fourth quarter of 2018.
Adjusted EBITDA1 for the fourth quarter of 2019 decreased 3% to $16.2 million from $16.6 million for the fourth quarter of 2018. Adjusted EBITDA for the fourth quarter of 2019 reflects the impact of the purchase price accounting adjustment related to the fair value write down of deferred revenue from the Ascio acquisition, which lowered Adjusted EBITDA by $0.5 million.
Cash and cash equivalents at the end of the fourth quarter of 2019 was $20.4 million compared with $12.0 million at the end of the third quarter of 2019 and $12.6 million at the end of the fourth quarter of 2018.
Notes:
1. Adjusted EBITDA
Tucows reports all financial information required in accordance with United States generally accepted accounting principles (GAAP). Along with this information, to assist financial statement users in an assessment of our historical performance, the Company typically discloses and discusses a non-GAAP financial measure, adjusted EBITDA, in press releases and on investor conference calls and related events that exclude certain non-cash and other charges as the Company believes that the non-GAAP information enhances investors' overall understanding of our financial performance.
The Company believes that the provision of this supplemental non-GAAP measure allows investors to evaluate the operational and financial performance of the Company’s core business using similar evaluation measures to those used by management. The Company uses adjusted EBITDA to measure its performance and prepare its budgets. Since adjusted EBITDA is a non-GAAP financial performance measure, the Company’s calculation of adjusted EBITDA may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP. Because adjusted EBITDA is calculated before recurring cash charges, including interest expense and taxes, and is not adjusted for capital expenditures or other recurring cash requirements of the business, it should not be considered as a liquidity measure. Non-GAAP financial measures do not reflect a comprehensive system of accounting and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies and/or analysts and may differ from period to period. The Company endeavors to compensate for these limitations by providing the relevant disclosure of the items excluded in the calculation of adjusted EBITDA to net income based on U.S. GAAP, which should be considered when evaluating the Company's results. Tucows strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure.
The Company’s adjusted EBITDA definition excludes depreciation, amortization of intangible assets, income tax provision, interest expense, interest income, stock-based compensation, asset impairment, gains and losses from unrealized foreign currency transactions and infrequently occurring items, including acquisition and transition costs. Gains and losses from unrealized foreign currency transactions removes the unrealized effect of the change in the mark-to-market values on outstanding unhedged foreign currency contracts, as well as the unrealized effect from the translation of monetary accounts denominated in non-U.S. dollars to U.S. dollars.
The following table reconciles net income to adjusted EBITDA (dollars in thousands):
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3 months ended December 31 |
12 months ended December 31 |
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2019 (unaudited) |
2018 (unaudited) |
2019 (unaudited) |
2018 (unaudited) |
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Net income for the period |
5,778 | 4,436 | 15,398 | 17,135 | ||||||||||||
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Depreciation of property and equipment |
2,516 | 1,716 | 8,961 | 5,722 | ||||||||||||
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Loss on disposition of property and equipment |
- | - | 73 | - | ||||||||||||
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Amortization of intangible assets |
2,870 | 2,290 | 10,333 | 9,243 | ||||||||||||
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Interest expense, net |
1,220 | 926 | 4,769 | 3,687 | ||||||||||||
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Provision for income taxes |
2,964 | 5,239 | 9,173 | 9,020 | ||||||||||||
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Stock-based compensation |
836 | 670 | 2,876 | 2,574 | ||||||||||||
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Unrealized loss (gain) on change in fair value of forward contracts |
(109 | ) | 194 | (313 | ) | 207 | ||||||||||
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Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities |
(180 | ) | 749 | (581 | ) | 940 | ||||||||||
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Acquisition and transition costs* |
260 | 403 | 1,216 | 1,526 | ||||||||||||
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Adjusted EBITDA |
16,155 | 16,623 | 51,905 | 50,054 | ||||||||||||
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*Acquisition and other costs represent transaction-related expenses, transitional expenses, such as duplicative post-acquisition expenses, primarily related to the Company’s acquisition of Enom in January 2017 and Ascio in March 2019. Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments. |
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Conference Call
Concurrent with the dissemination of this news release, management’s pre-recorded commentary discussing the quarter and outlook for the Company have been posted to the Tucows web site at http://www.tucows.com/investors/financials. In lieu of a live question and answer period, for the next six days (until Tuesday, February 18), shareholders, analysts and prospective investors can submit questions to Tucows’ management at [email protected]. Management will post responses to questions of general interest to the Company’s web site at http://www.tucows.com/investors/financials/ on Tuesday, February 25 at approximately 4:00 p.m. ET. All questions will receive a response, however, questions of a more specific nature may be responded to directly.
About Tucows
Tucows is a provider of network access, domain names and other Internet services. Ting (https://ting.com) delivers mobile phone service and fixed Internet access with outstanding customer support. OpenSRS (http://opensrs.com), Enom (http://www.enom.com) and Ascio (http://ascio.com) combined manage approximately 24 million domain names and millions of value-added services through a global reseller network of over 36,000 web hosts and ISPs. Hover (http://hover.com) makes it easy for individuals and small businesses to manage their domain names and email addresses. More information can be found on Tucows’ corporate website (http://tucows.com).
This release includes forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding our expectations regarding our future financial results and, including, without limitation, our expectations regarding our ability to realize synergies from the Enom acquisition and our expectation for growth of Ting Internet. These statements are based on management’s current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Information about other potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements are based on information available to Tucows as of the date they are made. Tucows assumes no obligation to update any forward-looking statements, except as may be required by law.
Tucows, Ting, OpenSRS, Enom, Ascio and Hover are registered trademarks of Tucows Inc. or its subsidiaries.