8-K
TUCOWS INC /PA/ (TCX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): August 8, 2024
TUCOWS INC
(Exact Name of Registrant Specified in Charter)
| Pennsylvania<br><br> <br>(State or Other<br><br> <br>Jurisdiction of<br><br> <br>Incorporation) | 0-28284<br><br> <br>(Commission File<br><br> <br>Number) | 23-2707366<br><br> <br>(IRS Employer<br><br> <br>Identification No.) |
|---|---|---|
| 96 Mowat Avenue, Toronto, Ontario, Canada | M6K 3M1 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | 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:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | TCX | NASDAQ |
Item 2.02. Results of Operations and Financial Condition.
On August 8, 2024 Tucows Inc., a Pennsylvania corporation (the “Company”), issued a press release reporting its financial results for the second quarter ended June 30, 2024. 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.
| (a) | Not Applicable. |
|---|---|
| (b) | Not Applicable. |
| --- | --- |
| (c) | Not Applicable. |
| --- | --- |
| (d) | Exhibits. |
| --- | --- |
| Exhibit Number | Exhibit |
| --- | --- |
| 99.1 | Press Release of Tucows Inc. dated August 8, 2024, reporting financial results for the second quarter ended June 30, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- 2 -
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.
| TUCOWS INC. | |
|---|---|
| By: | /s/ Ivan Ivanov |
| Ivan Ivanov | |
| Chief Financial Officer |
Dated: August 12, 2024
ex_710500.htm
Exhibit 99.1
Tucows Reports Financial Results for Second Quarter 2024
TORONTO, August 8, 2024 – Tucows Inc. (NASDAQ:TCX, TSX:TC), a global internet services leader, today reported its financial results for the second quarter ended June 30, 2024. All figures are in U.S. dollars.
“We finished the second quarter of 2024 with strong year-over-year growth of consolidated revenue, gross profit and adjusted EBITDA, driven by a solid quarter from Ting with robust subscriber growth, gross margin increases and a lower operating loss, which is on track with our expectations,” said Elliot Noss, Tucows President and CEO. “We also continued to deleverage the business with payments on the syndicated debt using cash flow from Wavelo and Tucows Domains.”
Financial Results
Consolidated net revenue for the second quarter of 2024 increased 5.2% to $89.4 million from $85.0 million for the second quarter of 2023, driven primarily by year-over-year revenue gains from Ting and Domains.
Gross profit for the second quarter of 2024 increased 15.4% to $20.8 million from $18.0 million from the second quarter of 2023. The increase in gross profit was driven primarily by large gross margin gains from Ting, as well as gains from Domains. The increase continues to be partially offset by increased network depreciation as the Ting network footprint expands.
Net loss for the second quarter of 2024 was $18.6 million, or a loss of $1.70 per share, compared with net loss of $31.0 million, or $2.86 per share, for the second quarter of 2023. The decreased loss is primarily the result of the year-over-year impact from a one-time debt extinguishment in Q2 2023 used to reduce the Generate preferred shares obligation, as well as a lower operating loss from Ting in Q2, 2024.
Adjusted EBITDA^1^ for the second quarter of 2024 increased 70% to $9.2 million from $5.4 million for the second quarter of 2023. The year over year increase was due to growth of revenues from Ting and Domains, as well as cost management in Ting, Wavelo and Domains.
Cash equivalents, restricted cash and restricted cash equivalents at the end of the second quarter of 2024 were $52.2 million compared with $79.4 million at the end of the first quarter of 2024 and $159.6 million at the end of the second quarter of 2023.
Summary Financial Results
(In Thousands of US Dollars, Except Per Share Data)
| 3 Months ended June 30 | 6 Months ended June 30 | |||||
|---|---|---|---|---|---|---|
| 2024 (unaudited) | 2023 (unaudited) | % Change | 2024 (unaudited) | 2023 (unaudited) | % Change | |
| Net Revenues | 89,423 | 84,978 | 5% | 176,880 | 165,408 | 7% |
| Gross Profit | 20,810 | 18,032 | 15% | 39,126 | 32,093 | 22% |
| Income Earned on Sale of Transferred Assets, net | 3,357 | 4,289 | (22)% | 6,978 | 8,659 | (19)% |
| Net Income (Loss) | (18,604) | (30,968) | 40% | (45,088) | (50,051) | 10% |
| Basic earnings (Loss) per common share | (1.70) | (2.86) | 41% | (4.12) | (4.63) | 11% |
| Adjusted EBITDA¹ | 9,178 | 5,395 | 70% | 13,380 | 8,425 | 59% |
| Net cash provided by (used in) operating activities | (4,708) | (1,587) | (197)% | (10,386) | (6,838) | (52)% |
| 1. | This Non-GAAP financial measure is described below and reconciled to GAAP net income in the accompanying table. | |||||
| --- | --- |
Summary of Revenues, Gross Profit and Adjusted EBITDA
(In Thousands of US Dollars)
| Revenue | Gross Margin | Adj. EBITDA¹ | ||||
|---|---|---|---|---|---|---|
| 3 Months ended June 30 | 3 Months ended June 30 | 3 Months ended June 30 | ||||
| 2024 (unaudited) | 2023 (unaudited) | 2024 (unaudited) | 2023 (unaudited) | 2024 (unaudited) | 2023 (unaudited) | |
| Ting Internet Services: | ||||||
| Fiber Internet Services | 14,571 | 12,408 | 9,818 | 7,051 | (6,442) | (10,336) |
| Wavelo Platform Services: | ||||||
| Platform Services | 10,495 | 10,342 | 10,163 | 10,012 | ||
| Other Professional Services | 6 | 409 | (1) | 40 | ||
| Total Wavelo Platform Services | 10,501 | 10,751 | 10,162 | 10,052 | 3,911 | 3,427 |
| Tucows Domain Services: | ||||||
| Wholesale | ||||||
| Domain Services | 48,504 | 46,782 | 9,583 | 9,492 | ||
| Value Added Services | 4,524 | 4,745 | 4,004 | 4,162 | ||
| Total Wholesale | 53,028 | 51,527 | 13,587 | 13,654 | ||
| Retail | 9,340 | 8,429 | 5,282 | 4,275 | ||
| Total Tucows Domain Services | 62,368 | 59,956 | 18,869 | 17,929 | 11,217 | 10,578 |
| Corporate: | ||||||
| Mobile Services and Eliminations | 1,983 | 1,863 | (754) | (797) | 492 | 1,726 |
| Network Expenses: | ||||||
| Network, other costs | n/a | n/a | (6,862) | (6,993) | n/a | n/a |
| Network, depreciation of property and equipment | n/a | n/a | (10,057) | (8,757) | n/a | n/a |
| Network, amortization of intangible assets | n/a | n/a | (366) | (379) | n/a | n/a |
| Network, impairment | n/a | n/a | 0 | (74) | n/a | n/a |
| Total Network Expenses | n/a | n/a | (17,285) | (16,203) | n/a | n/a |
| Total | 89,423 | 84,978 | 20,810 | 18,032 | 9,178 | 5,395 |
^1^This Non-GAAP financial measure is described below and reconciled to GAAP net income in the accompanying table.
Notes:
- 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 certain 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, impairment and loss on disposition of property and equipment, amortization of intangible assets, income tax provision, interest expense (net), accretion of contingent consideration, stock-based compensation, asset impairment, gains and losses from unrealized foreign currency transactions, loss on debt extinguishment and costs that are not indicative of on-going performance (profitability), 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 income before provision for income taxes to Adjusted EBITDA (dollars in thousands):
| 3 Months ended June 30 | 6 Months ended June 30 | |||
|---|---|---|---|---|
| 2024 (unaudited) | 2023 (unaudited) | 2024 (unaudited) | 2023 (unaudited) | |
| Net income (Loss) for the period | (18,604) | (30,968) | (45,088) | (50,051) |
| Less: | ||||
| Provision (recovery) for income taxes | 1,220 | (3,025) | 2,994 | (4,735) |
| Depreciation of property and equipment | 10,173 | 8,907 | 20,160 | 17,495 |
| Impairment of property and equipment | - | 74 | 53 | 2,016 |
| Amortization of intangible assets | 1,201 | 2,609 | 2,880 | 5,481 |
| Interest expense, net | 12,553 | 10,501 | 24,432 | 18,381 |
| Loss on debt extinguishment | - | 14,680 | - | 14,680 |
| Stock-based compensation | 1,702 | 2,052 | 3,575 | 4,298 |
| Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities | 164 | (126) | 554 | (84) |
| Acquisition and transition costs* | 769 | 691 | 3,820 | 944 |
| Adjusted EBITDA | 9,178 | 5,395 | 13,380 | 8,425 |
* Acquisition and other costs represent transaction-related expenses and transitional expenses. Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments.
Management Commentary
Concurrent with the dissemination of its quarterly financial results news release at 5:05 p.m. ET on Thursday, August 8, 2024, management’s pre-recorded audio commentary (and transcript), discussing the quarter and outlook for the Company will be posted to the Tucows website at http://www.tucows.com/investors/financials.
Following management’s prepared commentary, for the subsequent seven days, until Thursday, August 15, 2024, shareholders, analysts and prospective investors can submit questions to Tucows’ management at ir@tucows.com. Management will post responses to questions in an audio recording and transcript to the Company’s website at http://www.tucows.com/investors/financials, on Tuesday, August 27, 2024, at approximately 4 p.m. ET. All questions will receive a response, however, questions of a more specific nature may be responded to directly.
About Tucows
Tucows helps connect more people to the benefit of internet access through communications service technology, domain services, and fiber-optic internet infrastructure. Ting (https://ting.com) delivers fixed fiber Internet access with outstanding customer support. Wavelo (https://wavelo.com) is a telecommunications software suite for service providers that simplifies the management of mobile and internet network access; provisioning, billing and subscription; developer tools; and more. Tucows Domains (https://tucowsdomains.com) manages approximately 25 million domain names and millions of value-added services through a global reseller network of over 35,000 web hosts and ISPs. Hover (https://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 (https://tucows.com).
Tucows, Ting, Wavelo, and Hover are registered trademarks of Tucows Inc. or its subsidiaries.
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.
Contact:
Monica Webb
Vice President, Investor Relations
647.898.9924
mwebb@tucows.com