Form 8-K TUCOWS INC /PA/ For: Feb 09
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): February 9, 2016
TUCOWS INC.
(Exact Name of Registrant Specified in Charter)
Pennsylvania (State or Other Jurisdiction of Incorporation) |
0-28284 (Commission File Number) |
23-2707366 (IRS Employer 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))
Item 2.02. Results of Operations and Financial Condition.
On February 9, 2016 Tucows Inc., a Pennsylvania corporation (the “Company”), issued a press release reporting its financial results for its fourth quarter ended December 31, 2015. 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 February 9, 2016, reporting financial results for the fourth quarter ended December 31, 2015. |
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/ Michael Cooperman
Michael Cooperman
Chief Financial Officer
Dated: February 10, 2016
EXHIBIT INDEX
Exhibit Number Exhibit 99.1
Press Release of Tucows Inc. dated February 9, 2016, reporting financial results for the fourth quarter ended December 31, 2015.
Exhibit 99.1
Tucows Reports Continuing Strong Financial Results
for Fourth Quarter of 2015
– Record Fourth Quarter EPS of $0.29 Contributes to
an 82% increase in 2015 EPS to $1.04 –
TORONTO, February 9, 2016 – 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, 2015. All figures are in U.S. dollars.
Summary Financial Results
(In Thousands of US Dollars, Except Per Share Data)
|
3 Months Ended December 31, 2015 (unaudited) |
3 Months Ended December 31, 2014 (unaudited) |
12 Months Ended December 31, 2015 (unaudited) |
12 Months Ended December 31, 2014 |
Net revenue |
45,031 |
38,803 |
172,939 |
147,667 |
Adjusted EBITDA1 |
6,313 |
3,531 |
25,595 |
15,040 |
Net income |
3,095 |
1,859 |
11,374 |
6,374 |
Net earnings per common share |
$0.29 |
$0.16 |
$1.04 |
$0.57 |
Net cash provided by operating activities |
1,475 |
2,767 |
13,432 |
8,877 |
1. |
This Non-GAAP financial measure is described below and reconciled to GAAP net income in the accompanying table. |
Summary of Revenues and Cost of Revenues
(In Thousands of US Dollars)
|
Revenue |
Cost of Revenue | ||
|
3 Months Ended December 31, 2015 (unaudited) |
3 Months Ended December 31, 2014 (unaudited) |
3 Months Ended December 31, 2015 (unaudited) |
3 Months Ended December 31, 2014 (unaudited) |
Domain Services |
|
|
|
|
Wholesale |
|
|
|
|
OpenSRS Domain Service |
21,383 |
21,609 |
17,860 |
18,079 |
Value-Added Services |
2,296 |
2,305 |
498 |
531 |
Total Wholesale |
23,679 |
23,914 |
18,358 |
18,610 |
Retail |
3,302 |
2,806 |
1,503 |
1,216 |
Portfolio |
757 |
917 |
189 |
241 |
Total Domain Services |
27,738 |
27,637 |
20,050 |
20,067 |
Network Access Services |
17,293 |
11,166 |
9,188 |
6,755 |
Network, other costs |
- |
- |
1,326 |
1,127 |
Network, depreciation and amortization costs |
- |
- |
353 |
171 |
Total revenue/cost of revenue |
45,031 |
38,803 |
30,917 |
28,120 |
“The fourth quarter marked a strong finish to a year that saw record performance across all of our key financial metrics,” said Elliot Noss, President and Chief Executive Officer, Tucows Inc. “Fourth quarter revenue topped $45 million, bringing our total for the year to $173 million – up 17% from 2014. Our growing Network Access business contributed to 79% and 70% year-over-year Adjusted EBITDA growth for the quarter and the year, totalling $6.3 million and $25.6 million, respectively. Earnings per share for fourth quarter and the year grew 81% and 82%, respectively, from the prior year to $0.29 and $1.04.”
“Notably, for the first time, Network Access contributed more gross margin during the quarter than Domain Services, with Network Access gross margin for 2015 nearly doubling from the prior year as the number of Ting Mobile accounts and devices expanded by 36% and 37%, respectively, over the course of the year.”
“Our strong cash flows from operations, alongside the operating leverage in our business model, particularly with the success and growth in Ting Mobile over the past few years, are now enabling us to pursue our ambitions on Ting Internet, while still returning capital to shareholders. During 2015, we invested $23.6 million in the repurchase of 1.1 million of our shares through our Dutch tender and open market buyback program.”
Net revenue for the fourth quarter of 2015 increased 16% to $45.0 million from $38.8 million for the fourth quarter of 2014.
Adjusted EBITDA1 for the fourth quarter of 2015 increased 79% to $6.3 million from $3.5 million for the fourth quarter of 2014. Net income for the fourth quarter of 2015 increased to $3.1 million, or $0.29 per share, compared with $1.9 million, or $0.16 per share, for the fourth quarter of 2014.
Cash and cash equivalents at the end of the fourth quarter of 2015 were $7.7 million compared with $11.9 million at the end of the third quarter of 2015 and $8.3 million at the end of the fourth quarter of 2014. The decrease relative to the third quarter of 2015 is primarily the result of the Company’s use of $5.4 million during the fourth quarter of 2015 to repurchase 231,047 shares of its common stock under its ongoing share buyback program, the use of $1.3 million for withholding taxes paid on the net-exercise of stock options and the use of $0.9 million to acquire additional property and equipment, the majority of which was invested in expanding Ting Internet’s fiber footprint. These were partially offset by a $2 million excess tax benefit on share-based compensation expense and the generation of cash flow from operating activities during the quarter of $1.5 million.
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 and to project our future earnings and cash flows, we typically disclose and discuss a non-GAAP financial measure, Adjusted EBITDA, on investor conference calls and related events that exclude non-cash and other charges as we believe that the non-GAAP information enhances investors’ overall understanding of our financial performance and the comparability of our operating results from period to period.
Adjusted EBITDA is one of the primary measures we use for planning and budgeting purposes, incentive compensation and to monitor and evaluate our financial and operating results. Since adjusted EBITDA is a non-GAAP financial performance measure, our calculation of adjusted EBITDA may be susceptible to varying calculations; 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 measure of discretionary cash available to invest in the growth of the business. See the Consolidated Statements of Cash Flows included in the attached financial statements. Non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same captions 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. However, the Company's management compensates 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.
Adjusted EBITDA excludes depreciation expense, amortization of intangibles, income tax provision, interest expense, interest income, stock-based compensation, asset impairment, net deferred revenue, which comprises the change in deferred revenue, net of prepaid domain name registry and other Internet services fees, to reflect the material amount of cash we collect and pay for domain registrations and other Internet services at the time of activation, unrealized foreign exchange gain/loss from the translation of monetary accounts denominated in non U.S. dollars to U.S. dollars as well as the revaluation of foreign exchange contracts and our foreign denominated assets and liabilities and infrequently occurring items listed in the itemized reconciliations between GAAP and non-GAAP financial measures included in this press release.
Conference Call
Tucows management will host a conference call today, Tuesday, February 9, 2016 at 5:00 p.m. (ET) to discuss the Company’s fourth quarter 2015 results. Participants can access the conference call by dialing 1-888-231-8191 or 647-427-7450 or via the Internet at http://www.tucows.com/investors.
For those unable to participate in the conference call at the scheduled time, it will be archived for replay both by telephone and via the Internet beginning approximately one hour following completion of the call. To access the archived conference call by telephone, dial 416-849-0833 or 1-855-859-2056 and enter the passcode 26560817 followed by the pound key. The telephone replay will be available until Tuesday, February 16, 2016 at midnight. To access the archived conference call as an MP3 via the Internet, go to http://www.tucows.com/investors.
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) manages over thirteen million domain names and millions of value-added services through a global reseller network of over 13,000 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, in particular, our expectations for Ting and its impact on our financial performance. 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, including the acceptance of Ting in the market. 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® is a registered trademark of Tucows Inc. or its subsidiaries. All other trademarks and service marks are the properties of their respective owners.
Contact:
Lawrence Chamberlain
NATIONAL Equicom
(416) 848-1457
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