Form 8-K RIGHTSIDE GROUP, LTD. For: Nov 05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

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FORM 8-K

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 5, 2015

 

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Rightside Group, Ltd.

(Exact name of registrant as specified in its charter)

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5808 Lake Washington Blvd. NE, Suite 300
Kirkland, Washington 98033
(Address of principal executive offices, including zip code)

 

(425)  289-2500
(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

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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 (see General Instruction A.2. below):

 

◻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  2.02Results of Operations and Financial Condition.

 

On November 9, 2015, Rightside Group, Ltd. (“Rightside”) issued a press release announcing financial results for its fiscal quarter ended September 30, 2015.  The full text of Rightside’s press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

 

The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of Rightside, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Rightside makes reference to certain non-GAAP financial measures in the press release and will make reference to these same measures in its related earnings conference call.  A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the attached press release.

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 5, 2015, Shawn Colo tendered his resignation, effective November 9, 2015, as a director of Rightside in order to pursue other opportunities.  His resignation was not as a result of any disagreement with Rightside relating to its operations, policies or practices.  In recognition of Mr. Colo’s services to the company, Rightside accelerated the vesting of 8,389 shares of unvested restricted stock units previously awarded to him, representing the number of restricted stock units that would have otherwise vested through November 25, 2016. 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

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.

 

EXHIBIT INDEX

 

 

Exhibit 99.1

 

Rightside Announces Third Quarter 2015 Financial Results

 

Third Quarter Total Revenue Increases 11% Year-over-Year

 

KIRKLAND, Wash., November 9, 2015 -- (GLOBENEWSWIRE) -- Rightside Group, Ltd. (Nasdaq: NAME), a leading provider of domain name services that advance the way businesses and consumers define and present themselves online, today announced financial results for the third quarter ended September 30, 2015.

 

“In the third quarter, we delivered record quarterly revenue and margins continue to increase year-over-year due to the impact of the new generic Top Level Domain program on both the Registry and Registrar businesses,” said Chief Executive Officer Taryn Naidu. 

 

“Name.com had another strong quarter with revenue up 23% year-over-year driven by strong new gTLD registrations.  We are excited about the market opportunity and to see increased market adoption of our new gTLDs as they are becoming an important tool for digital marketers.  We are seeing a broad movement among leading brands, such as Amazon, Apple, Google, Hyundai, Samsung and many more.  These innovative companies, and thousands more like them, have recognized new domain extensions’ unique utility as simple, yet powerful discovery and branding tools.  Two notable new domain extensions that are showing solid traction since their respective market launches are .ROCKS, which has over 60,000 registrations to date and .NEWS, our most successful and fastest growing gTLD, which has accumulated over 35,000 registrations to date since launching in July,” Naidu continued.

 

Financial Summary

(in thousands)

 

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(1) Amounts for Registrar and Registry services revenue were previously presented on a combined basis as Domain Name Services revenue.

 

(2) Amounts in the eliminations line reflect the elimination of intercompany charges between our Registrar and Registry services businesses.

 

(3)This Non-GAAP financial measure is described below and reconciled to GAAP net (loss) income in the accompanying table.

 

Third Quarter 2015 Financial Highlights

(Unless otherwise noted, all comparisons are relative to the fiscal third quarter 2014.)

 

 

Business Highlights

 

 

Registrar Services Operating Metrics

 

 

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Liquidity and Capital Resources

 

Business Outlook

 

For the full year ending December 31, 2015, Rightside reaffirms its revenue guidance and improves its Adjusted EBITDA guidance:

 

Conference Call and Webcast

 

Rightside will host a conference call and audio webcast with investors and analysts today, November 9, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time):

 

 

About Non-GAAP Financial Measures

We define Adjusted EBITDA as net income (loss) adjusted for interest, income taxes, gain on sale of marketable securities, gain (loss) on other assets, net, depreciation and amortization, stock-based compensation, as well as the financial impact of acquisition and realignment costs. Acquisition and realignment costs include legal, accounting and other professional fees directly attributable to acquisition activity as well as employee severance and other payments in connection with corporate realignment activities. Adjusted EBITDA is a non-GAAP financial measure and its most directly comparable GAAP financial measure is GAAP net income (loss).  A reconciliation of GAAP net income (loss) to Adjusted EBITDA can be found in the accompanying table. Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.  Rightside compensates for these limitations by relying primarily on its GAAP results and using Adjusted EBITDA only as a supplement.

 

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. In addition to being a new gTLD registry operator, Rightside is home to some of the most admired brands in the industry, including eNom and Name.com. Headquartered in Kirkland, WA, Rightside has offices in North America, Europe and Australia. For more information please visit www.rightside.co.  

 

Cautionary Information Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended, including, among others, Rightside’s expected total revenue, Adjusted EBITDA, and registry services revenue.  Statements containing words such as may, believe, anticipate, expect, intend, plan, project, and estimate or similar expressions constitute forward-looking statements. Statements regarding Rightside’s future performance are based on current expectations, estimates and projections about our industry, financial condition, operating performance and results of operations, including certain assumptions related thereto. Actual results may differ materially from the results predicted, and reported results should not be considered an indication of future performance. Forward-looking statements involve risks and uncertainties including, among others:  Rightside’s ability to successfully operate new gTLD registries and provide back-end infrastructure services to new and existing registries; Rightside’s ability to successfully market and sell its gTLDs; and the difficulty in predicting and developing consumer demand for new gTLDs. More information about potential risk factors that could affect Rightside’s operating and financial results are contained in Rightside’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 filed with the Securities and Exchange Commission on August 11, 2015.  All forward-looking statements are expressly qualified in their entirety by this cautionary statement.  Rightside does not intend to revise or update the information set forth in this press release, except as required by law, and may not provide this type of information in the future.

 

 

Rightside Group, Ltd.

Statements of Operations

(in thousands, except per share data)

(unaudited)

 

 

 

 

 

 

Rightside Group, Ltd.

Balance Sheets

(in thousands)

(unaudited)

 

 

 

 

 

Rightside Group, Ltd.

Reconciliation of Net (Loss) Income to Adjusted EBITDA

(in thousands)

(unaudited)

 

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Investor Contacts

The Blueshirt Group

Allise Furlani, 212-331-8433

Brinlea Johnson, 212-331-8424

[email protected]