Form 8-K TUCOWS INC /PA/ For: Jan 20

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):   January 20, 2017 

 

TUCOWS INC. 

(Exact Name of Registrant Specified in Charter) 

 



		

			

			
Pennsylvania 
			
			

			
  
			
			

			
0-28284 
			
			

			
  
			
			

			
23-2707366 
			
		
		

			

			
(State or Other
			
			

			
  
			
			

			
(Commission File
			
			

			
  
			
			

			
(IRS Employer 
			
		
		

			

			
Jurisdiction of
			
			

			
  
			
			

			
Number)
			
			

			
  
			
			

			
Identification No.)
			
		
		

			

			
Incorporation)
			
			

			
  
			
			

			
  
			
			

			
  
			
			

			
  
			
		



  

 



		

			

			
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 7.01.  Regulation FD Disclosure. 

 

On January 20, 2017, Tucows Inc. (the “Company”) issued a press release regarding the execution of a definitive agreement to acquire wholesale domain name registrar eNom, Incorporated, a Nevada corporation (“eNom”), from Rightside Group, Ltd. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release also includes information about a conference call the Company will host on January 20, 2017 to discuss the eNom acquisition. A script of the information the Company intends to discuss during the conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. 

 

The information disclosed under this Item 7.01, including Exhibits 99.1 and 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

 

Item 9.01.  Financial Statements and Exhibits. 

 

(d) Exhibits.

 

 



		

			

			
Exhibit

			
Number 
			
			

			
  
			
			

			
Exhibit 
			
		
		

			

			
99.1 
			
			

			
  
			
			

			
Press Release of Tucows Inc., dated as of January 20, 2017.
			
		
		

			
 
			
 
			
 
		
		

			

			
99.2
			
			

			
  
			
			

			
Conference Call Script of Tucows, Inc., dated as of January 20, 2017.
			
		



 


 


 


 

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: January 20, 2017 

 


 

 


 


 

EXHIBIT INDEX 

 



		

			

			
Exhibit

			
Number 
			
			

			
  
			
			

			
Exhibit 
			
		
		

			

			
99.1
			
			

			
  
			
			

			
Press Release of Tucows Inc., dated as of January 20, 2017.
			
		
		

			
 
			
 
			
 
		
		

			

			
99.2
			
			

			
  
			
			

			
Conference Call Script of Tucows, Inc., dated as of January 20, 2017.
			
		



 

Exhibit 99.1

 

Tucows Inc. To Acquire eNom from Rightside

 

-- Combined Entity Will Be The Second Largest Domain Registrar In The World --

 

 

 

TORONTO, January 20, 2017 - Tucows Inc. (NASDAQ:TCX, TSX:TC), a provider of network access, domain names and other Internet services, announced that it has signed a definitive agreement to acquire wholesale domain name registrar eNom from Rightside Group, Ltd. (NASDAQ: NAME). The transaction is expected to close later today.

 

Tucows will pay $83.5 million and the transaction is expected to be immediately accretive to earnings. The acquisition will be funded through an amendment increasing Tucows’ existing credit facility to a total of $140 million.

 

The acquisition of eNom will add 14.5 million domains under management and 28,000 active resellers. That will give Tucows a total network of over 40,000 resellers globally and 29 million domains under management, making it the second largest domain registrar in the world.

 

“For years, eNom and OpenSRS have been the two leading registrars primarily focused on the needs of resellers. This focus means these businesses fit very well together,” said David Woroch, Tucows’ Executive Vice President of Domains. “The acquisition keeps eNom resellers where they will be well understood, well valued and well served and creates tremendous value for Tucows and resellers on both sides through efficiency and scale.”

 

Elliot Noss, Tucows’ CEO added, “This industry has changed so much since Tucows and eNom each launched wholesale registrar services over fifteen years ago and .com, .net and .org essentially represented the namespace. It is a lot more challenging and complex now. At the same time, it is more mature and much more competitive. Scale is absolutely critical. This is a rare deal that gives Tucows and its investors exactly that while offering an immediate cash on cash return.”

 

NOTE TO INVESTORS: We know that releasing this transaction on a Friday morning, especially this particular Friday morning, is not ideal. We apologize for that. These things sometimes cannot be helped.

 

 

 

Conference Call

Tucows management will host a conference call today, Friday, January 20, 2017 at 11 am (ET) to discuss this announcement. Participants can access the conference call by dialing (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 1-855-859-2056 or 416-849-0833 and enter the passcode 56195754 followed by the pound key. The telephone replay will be available until January 27, 2017 at midnight ET. 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 nearly 15 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).

 


 


 


 

About Rightside

 

Rightside® inspires and delivers new possibilities for consumers and businesses to define and present themselves online. The company, with its affiliates, is a leading provider of domain name services, offering one of the industry’s most comprehensive platforms for the discovery, registration, usage, and monetization of domain names. Headquartered in Kirkland, WA, Rightside has offices in North America, Europe, and Australia. For more information please visit www.rightside.co.

 

This news release contains forward-looking statements related to the acquisition, including, without limitation, the expected closing of the acquisition, the expectation that the transaction will be immediately accretive to earnings, the funding through an increase under Tucows’ existing credit facility, and the effect of the acquisition. Such statements are based on management’s current expectations and are subject to a number of uncertainties and risks, which could cause actual results to differ materially from those described in the forward-looking statements. Information about 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 included in this document are based on information available to Tucows as of the date of this document, and except to the extent Tucows may be required to update such information under any applicable securities laws, Tucows assumes no obligation to update such forward-looking statements.

 

TUCOWS® is a registered trademark of Tucows Inc. or its subsidiaries. All other trademarks and service marks are the properties of their respective owners.

 

 

 

Media Contact:

Gustavo Arruda

[email protected]

 

Investor Contact:

Lawrence Chamberlain

416-848-1457

[email protected]

 

Exhibit 99.2

 

Tucows Conference Call Script January 20, 2017

 

 

 

Operator

 

Good morning ladies and gentlemen. Welcome to Tucows Special Announcement conference call.

 

Please note that today's call is being broadcast live over the internet and will be archived for replay both by telephone and via the internet beginning approximately 1 hour following the completion of this call. Details on how to access the replays are available in today's news release.

 

Before we begin, let me remind you that matters the company will be discussing include forward looking statements and as such are subject to risks and uncertainties that could cause the actual results to differ materially. The company urges you to read its security filings for a full description of the risk factors applicable for its business. Because we are unable to predict certain potentially material items affecting net income on a GAAP basis at this time, principally the amount deferred revenue will be reduced by the impact of purchasing accounting on historical deferred revenue, we cannot reconcile the estimated adjusted EBITDA for future years, a non-GAAP measure, to net income, the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules. 

 

I would now like to turn the call over to Tucows’ President and Chief Executive Officer, Mr. Elliot Noss. Please go ahead Mr. Noss.

 

 

 

ELLIOT NOSS

 

Thank you, operator, and thanks everyone for joining us today.  I am going to begin with some brief prepared remarks and then will open the call to questions.

 

This morning we issued a news release announcing that we have signed a definitive agreement under which Tucows acquired eNom and related brands from Rightside for a purchase price of $83.5 million. The transaction is expected to close today. For clarity, Rightside will retain its registry business and the Name.com retail business.

 

The transaction represents a singular opportunity to leverage our Wholesale Domains business by adding a well-respected brand with consistent performance and strong cash flows. The eNom business will add approximately 14.5 million domains under management, nearly doubling our current base of approximately 15 million leaving us as the second largest registrar in the world by a fair margin.

 


 


 


 

These two businesses have been competing for over 15 years. We know and respect each other. Each business also has particular strengths. Following completion of the transaction, we will continue to operate the acquired eNom properties under their current brands and we’ll maintain the existing reseller APIs, as well as the eNom accreditation, which means there will be no bulk migration of names required. We will also maintain the Seattle office.

 

From a financial perspective, the businesses we are acquiring generated approximately $116.5 million in revenue through Q3 2016.  These businesses have slightly lower gross margins than our existing domains business.

 

In terms of cash contribution or EBITDA of any sort, this is a SAAS-platform business and the efficiencies are on the cost side. The simplest way to think about this transaction is that we are paying under $90 million dollars for around $20 million in additional contribution to cash EBITDA once synergies have been realized. For those numbers, I have taken the purchase price, added the extra costs we will incur to rationalize the platforms and businesses and looked at the contribution number as additional gross margin less additional opex. In 2017 that additional contribution will be more like $15 million, but we will provide a more fulsome look at 2017 on the Q1 call in just a couple of weeks. We will be taking our time with the platform integration to maximize the inherent strengths in both businesses and expect to realize the operating synergies over the next 24 months.

 

The expected synergies here are straightforward operating synergies. We will be benefiting from one set of costs for finance, HR, and other typical head office costs. We will be benefiting from all sales and day-to-day operations being spread over a much larger book of business. We also will benefit from some of the additional skills we will be adding from eNom being applied across not just the domains business, but also the Ting business.  And of course over time there will be significant platform synergies.

 

The purchase price will be financed entirely through our amended credit facility, which we have expanded to $140 million from the previous $75 million level.

 

I would like to comment on the accounting treatment of this transaction as it will make the GAAP numbers for 2017 rather disconnected from the cash generated by the business and the way we look at the business internally. Under US GAAP purchase accounting rules, we are required to record all assets and liabilities at fair value as of the date of acquisition, which in the case of deferred revenue will result in it being recorded at a different value than its historical book value. Most notably, this will have the effect of reducing revenue and deferred revenue of the acquired business from what would have otherwise been recognized pre-acquisition. The accounting will have no cash impact. This will principally be felt in 2017 and 2018, and will dampen our reported revenue and EBITDA during those periods and impact the comparability of our reported financial results pre- and post- acquisition. At a cash level, however, all will be good and as you all know, that is what we focus on.

 

As the preliminary valuation for the acquisition has not yet been completed, we are not yet able to quantify the impact this will have on our results but again, we expect to provide estimates during our call in early February. Finally, we do not expect this to impact our future renewal rates for customers included within the deferred revenue write-down and to the extent that our customers renew their names, the full amount of renewal revenue in future periods will be recognized. 

 


 


 


 

This transaction is, of course, our second Domains acquisition in less than a year – the first being our acquisition of the international wholesale reseller channel of Melbourne IT in April of last year. I want to be clear, however, that these two transactions should not be seen as any change in our view of M&A or our overall capital allocation strategy. These were simply individual, opportunistic transactions that presented themselves at attractive valuations and which represented excellent uses of capital. While there may be additional opportunities in the coming years, eNom was a singular opportunity.

 

I’m now happy to take any questions that you might have.

 

Operator?

 

[Q&A Session]

 

Thank you operator. And thanks again to everyone for joining us today. We look forward to speaking with you when we report for fourth quarter results next month.

 

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