UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
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| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
TUCOWS INC.
(Exact Name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of | (I.R.S. Employer |
| Incorporation or Organization) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
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| Trading Symbol(s) |
| Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T §232.405 of this chapter during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | |
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| Non-accelerated filer ☐ | Smaller reporting company |
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| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes
As of May 5, 2023, there were
Form 10-Q Quarterly Report
INDEX
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Consolidated Balance Sheets (unaudited) as of March 31, 2023 and December 31, 2022 |
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Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2023 and 2022 |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 1A. |
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TRADEMARKS, TRADE NAMES AND SERVICE MARKS
Tucows®, EPAG®, Hover®, OpenSRS®, Platypus®, Ting®, eNom®, Bulkregister®, Ascio®, Cedar®, Simply Bits®, Wavelo® and YummyNames® are registered trademarks of Tucows Inc. or its subsidiaries. Other service marks, trademarks and trade names of Tucows Inc. or its subsidiaries may be used in this Quarterly Report on Form 10-Q (this “Quarterly Report”). All other service marks, trademarks and trade names referred to in this Quarterly Report are the property of their respective owners. Solely for convenience, any trademarks referred to in this Quarterly Report may appear without the ® or TM symbol, but such references are not intended to indicate, in any way, that we or the owner of such trademark, as applicable, will not assert, to the fullest extent under applicable law, our or its rights, or the right of the applicable licensor, to these trademarks.
Item 1. Consolidated Financial Statements
Tucows Inc.
Consolidated Balance Sheets
(Dollar amounts in thousands of U.S. dollars)
(unaudited)
| March 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $ as of March 31, 2023 and $ as of December 31, 2022 | ||||||||
| Contract asset, current portion (note 9) | ||||||||
| Inventory | ||||||||
| Prepaid expenses and deposits | ||||||||
| Derivative instrument asset, current portion (note 4) | ||||||||
| Deferred costs of fulfillment, current portion (note 10) | ||||||||
| Income taxes recoverable | ||||||||
| Total current assets | ||||||||
| Contract asset, long-term portion (note 9) | ||||||||
| Deferred costs of fulfillment, long-term portion (note 10) | ||||||||
| Investments | ||||||||
| Deferred tax asset | ||||||||
| Property and equipment | ||||||||
| Right of use operating lease asset | ||||||||
| Contract costs | ||||||||
| Intangible assets (note 5) | ||||||||
| Goodwill (note 5) | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Customer deposits | ||||||||
| Derivative instrument liability, current portion (note 4) | ||||||||
| Operating lease liability, current portion (note 11) | ||||||||
| Deferred revenue, current portion (note 9) | ||||||||
| Accreditation fees payable, current portion | ||||||||
| Income taxes payable | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Deferred revenue, long-term portion (note 9) | ||||||||
| Accreditation fees payable, long-term portion | ||||||||
| Operating lease liability, long-term portion (note 11) | ||||||||
| Loan payable, long-term portion (note 6) | ||||||||
| Redeemable preferred shares (note 17) | ||||||||
| Deferred tax liability | ||||||||
| Stockholders' equity (note 13) | ||||||||
| Common stock - par value, shares authorized; shares issued and outstanding as of March 31, 2023 and shares issued and outstanding as of December 31, 2022 | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive income (note 4) | ||||||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
| Contingencies (note 18) | ||||||||
| Subsequent events (note 19) | ||||||||
See accompanying notes to consolidated financial statements
Consolidated Statements of Operations and Comprehensive Income
(Dollar amounts in thousands of U.S. dollars, except per share amounts)
(unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Net revenues (note 9) | $ | $ | ||||||
| Cost of revenues (note 9) | ||||||||
| Direct cost of revenues | ||||||||
| Network, other costs | ||||||||
| Network, depreciation of property and equipment | ||||||||
| Network, amortization of intangible assets (note 5) | ||||||||
| Network, impairment of property and equipment | ||||||||
| Total cost of revenues | ||||||||
| Gross profit | ||||||||
| Expenses: | ||||||||
| Sales and marketing | ||||||||
| Technical operations and development | ||||||||
| General and administrative | ||||||||
| Depreciation of property and equipment | ||||||||
| Loss on disposition of property and equipment | ||||||||
| Amortization of intangible assets (note 5) | ||||||||
| Total expenses | ||||||||
| Income (Loss) from operations | ( | ) | ( | ) | ||||
| Other income (expenses): | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Income earned on sale of transferred assets, net (note 16) | ||||||||
| Other expense, net | ( | ) | ||||||
| Total other income (expenses) | ( | ) | ||||||
| Income (Loss) before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes (note 7) | ( | ) | ||||||
| Net income (loss) for the period | ( | ) | ( | ) | ||||
| Other comprehensive income, net of tax | ||||||||
| Unrealized income (loss) on hedging activities (note 4) | ||||||||
| Net amount reclassified to earnings (note 4) | ( | ) | ||||||
| Other comprehensive income (loss) net of tax expense (recovery) of and $ for the three months ended March 31, 2023 and March 31, 2022 (note 4) | ( | ) | ||||||
| Comprehensive income (loss), for the period | $ | ( | ) | $ | ( | ) | ||
| Basic loss per common share (note 8) | $ | ( | ) | $ | ( | ) | ||
| Shares used in computing basic loss per common share (note 8) | ||||||||
| Diluted loss per common share (note 8) | $ | ( | ) | $ | ( | ) | ||
| Shares used in computing diluted loss per common share (note 8) | ||||||||
See accompanying notes to consolidated financial statements
Consolidated Statements of Cash Flows
(Dollar amounts in thousands of U.S. dollars)
(unaudited)
| For the Three Months Ended March 31, |
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| 2023 |
2022 |
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| Cash provided by: |
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| Operating activities: |
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| Net income/(loss) for the period |
$ | ( |
) | $ | ( |
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| Items not involving cash: |
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| Depreciation of property and equipment |
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| Impairment of property and equipment |
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| Amortization of debt discount and issuance costs |
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| Amortization of intangible assets |
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| Net amortization contract costs |
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| Accretion of contingent consideration |
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| Deferred income taxes (recovery) |
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| Excess tax benefits on share-based compensation expense |
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| Net Right of use operating assets/Operating lease liability |
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| Loss on disposal of domain names |
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| Accretion of redeemable preferred shares |
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| Loss on change in the fair value of forward contracts |
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| Amortization of discontinued cash flow hedge from Accumulated other income |
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| Stock-based compensation |
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| Change in non-cash operating working capital: |
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| Accounts receivable |
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| Contract assets |
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| Inventory |
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| Prepaid expenses and deposits |
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| Deferred costs of fulfillment |
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| Income taxes recoverable |
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| Accounts payable |
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| Accrued liabilities |
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| Customer deposits |
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| Deferred revenue |
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| Accreditation fees payable |
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| Net cash provided by/(used in) operating activities |
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| Financing activities: |
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| Proceeds received on exercise of stock options |
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| Proceeds from redeemable preferred shares |
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| Deferred preferred financing costs |
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| Contingent consideration for acquisitions |
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| Proceeds received on loan payable |
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| Repayment of loan payable |
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| Payment of loan payable costs |
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| Net cash (used in) provided by financing activities |
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| Investing activities: |
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| Additions to property and equipment |
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) | ( |
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| Acquisition of intangible assets |
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) | ( |
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| Net cash used in investing activities |
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) | ( |
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| Increase (decrease) in cash and cash equivalents |
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| Cash and cash equivalents, beginning of period |
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| Cash and cash equivalents, end of period |
$ | $ | ||||||
| Supplemental cash flow information: |
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| Interest paid |
$ | $ | ||||||
| Income taxes paid, net |
$ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: |
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| Property and equipment acquired during the period not yet paid for |
$ | $ | ||||||
See accompanying notes to consolidated financial statements
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
1. Organization of the Company:
Tucows Inc. (referred to throughout this report as the “Company”, “Tucows”, “we”, “us” or through similar expressions) provides simple useful services that help people unlock the power of the Internet. The Company provides US consumers and small businesses with high-speed fixed Internet access in selected towns. The Company also offers platform services which provide solutions to support Communication Service Providers ("CSPs") including subscription and billing management, network orchestration and provisioning, individual developer tools, and other professional services. The Company is also a global distributor of Internet services, including domain name registration, digital certificates, and email. It provides these services primarily through a global Internet-based distribution network of Internet Service Providers, web hosting companies and other providers of Internet services to end-users.
2. Basis of Presentation:
The accompanying unaudited interim consolidated balance sheets, and the related consolidated statements of operations and comprehensive income and cash flows reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the financial position of Tucows and its subsidiaries as at March 31, 2023 and the results of operations and cash flows for the interim periods ended March 31, 2023 and 2022. The results of operations presented in this Quarterly Report on Form 10-Q are not necessarily indicative of the results of operations that may be expected for future periods.
The accompanying unaudited interim consolidated financial statements have been prepared by Tucows in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the Company's annual audited consolidated financial statements and accompanying notes have been condensed or omitted. These interim consolidated financial statements and accompanying notes follow the same accounting policies and methods of application used in the annual financial statements and should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in Tucows' 2022 Annual Report on Form 10-K filed with the SEC on March 15, 2023 (the “2022 Annual Report”). There have been no material changes to our significant accounting policies and estimates during the three months ended March 31, 2023 as compared to the significant accounting policies and estimates described in our 2022 Annual Report.
3. Recent Accounting Pronouncements:
Recent Accounting Pronouncements Not Yet Adopted
None.
4. Derivative Instruments and Hedging Activities:
The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are foreign exchange rate risk and interest rate risk.
Since October 2012, the Company has employed a hedging program with a Canadian chartered bank to limit the potential foreign exchange fluctuations incurred on its future cash flows related to a portion of payroll, taxes, rent and payments to Canadian domain name registry suppliers that are denominated in Canadian dollars and are expected to be paid by its Canadian operating subsidiary. In May 2020, the Company entered into a pay-fixed, receive-variable interest rate swap with a Canadian chartered bank to limit the potential interest rate fluctuations incurred on its future cash flows related to variable interest payments on the Second Amended 2019 Credit Facility. The notional value of the interest rate swap was $
The Company does not use hedging forward contracts for trading or speculative purposes. The foreign exchange contracts typically mature between and months, and the interest rate swap matures in June 2023.
The Company has designated certain of these foreign exchange transactions as cash flow hedges of forecasted transactions under ASU 2017-12, Derivatives and Hedging (Topic 815) (“ASC Topic 815”). For certain contracts, as the critical terms of the hedging instrument, and of the entire hedged forecasted transaction, are the same, in accordance with ASC Topic 815, the Company has been able to conclude that changes in fair value and cash flows attributable to the risk being hedged are expected to completely offset at inception and on an ongoing basis. The Company designated the interest rate swap as a cash flow hedge of expected future interest payments at the inception of the contract. Accordingly, for the foreign exchange, unrealized gains or losses on the effective portion of these contracts were included within other comprehensive income and reclassified to earnings when the hedged transaction is settled. Cash flows from hedging activities were classified under the same category as the cash flows from the hedged items in the consolidated statements of cash flows. The fair value of the contracts, as of March 31, 2023 and December 31, 2022, is recorded as derivative instrument assets or liabilities. For certain contracts where the hedged transactions are no longer probable to occur, the loss on the associated forward contract is recognized in earnings.
During the third quarter of fiscal year 2022, the Company elected to discontinue its application of hedge accounting to its interest rate swaps prospectively. The derivatives continue to be carried at fair value in the accompanying Consolidated Balance Sheets with changes in their fair value from the date of discontinuance recognized in current period earnings in Interest expense, net in the Consolidated Statements of Operations and Comprehensive Income. Amounts previously accumulated in Accumulated other comprehensive income prior to discontinuance will continue to be realized over the remaining term of the underlying forecasted interest payments as a component of Accumulated other comprehensive income in Stockholders’ equity and the amounts in AOCI as of the date of the hedge discontinuance will be recorded into interest expense over the original term of the hedged debt. Prior to the discontinuance, for the interest rate swap contracts, unrealized gains or losses on the effective portion of these contracts had been included within other comprehensive income and reclassified to earnings when the hedged transaction is settled.
As of March 31, 2023, the notional amount of forward contracts that the Company held to sell U.S. dollars in exchange for Canadian dollars was $
As of December 31, 2022, the notional amount of forward contracts that the Company held to sell U.S. dollars in exchange for Canadian dollars was $
As of March 31, 2023, we had the following outstanding forward contracts to trade U.S. dollars in exchange for Canadian dollars:
| Maturity date (Dollar amounts in thousands of U.S. dollars) | Notional amount of U.S. dollars | Weighted average exchange rate of U.S. dollars | Fair value | |||||||||
| April - June 2023 | $ | $ | ( | ) | ||||||||
| July - September 2023 | ||||||||||||
| October - December 2023 | ||||||||||||
| $ | $ | |||||||||||
Fair value of derivative instruments and effect of derivative instruments on financial performance
The effect of these derivative instruments on our consolidated financial statements were as follows (amounts presented do not include any income tax effects).
Fair value of derivative instruments in the consolidated balance sheets
| Derivatives (Dollar amounts in thousands of U.S. dollars) | Balance Sheet Location | As of March 31, 2023 Fair Value Asset | As of December 31, 2022 Fair Value Asset | |||||||
| Foreign Currency forward contracts designated as cash flow hedges (net) | Derivative instruments | $ | $ | ( | ) | |||||
| Interest rate swap contract discontinued as a cash flow hedge (net) | Derivative instruments | |||||||||
| Total foreign currency and interest swap forward contracts (net) | Derivative instruments | $ | $ | |||||||
Movement in accumulated other comprehensive income (AOCI) balance for the three months ended March 31, 2023 (Dollar amounts in thousands of U.S. dollars)
| Gains and losses on cash flow hedges | Tax impact | Total AOCI | ||||||||||
| Opening AOCI balance - December 31, 2022 | $ | $ | ( | ) | $ | |||||||
| Other comprehensive income (loss) before reclassifications | ( | ) | ||||||||||
| Amount reclassified from AOCI | ( | ) | ||||||||||
| Amortization of discontinued cash flow hedge | ( | ) | ( | ) | ||||||||
| Other comprehensive income (loss) for the three months ended March 31, 2023 | ( | ) | ( | ) | ||||||||
| Ending AOCI Balance - March 31, 2023 | $ | $ | ( | ) | $ | |||||||
| Derivatives in Cash Flow Hedging Relationship | Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative | Location of Gain or (Loss) Reclassified from AOCI into Income | Amount of Gain or (Loss) Reclassified from AOCI into Income | ||||||
| Operating expenses | $ | ( | ) | ||||||
| Foreign currency forward contracts for the three months ended March 31, 2023 | $ | Cost of revenues | $ | ( | ) | ||||
| Interest rate swap contract for the three months ended March 31, 2023 | $ | Interest expense, net | $ | ||||||
| Operating expenses | $ | ( | ) | ||||||
| Foreign currency forward contracts for the three months ended March 31, 2022 | $ | Cost of revenues | $ | ( | ) | ||||
| Interest rate swap contract for the three months ended March 31, 2022 | $ | ( | ) | Interest expense, net | $ | ( | ) | ||
For those interest rate swap contracts not designated as hedges, the Company recorded the following fair value adjustments on settled and outstanding contracts (Dollar amounts in thousands of U.S. dollars):
| Three Months Ended March 31, | ||||||||
| Interest rate swap contracts not designated as hedges: | 2023 | 2022 | ||||||
| Gain (loss) on matured swaps | $ | $ | ||||||
| Gain (loss) on change in fair value on unsettled swaps | ||||||||
| $ | $ | |||||||
5. Goodwill and Other Intangible Assets:
Goodwill:
Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in our acquisitions.
The Company's Goodwill balance is $
Goodwill is not amortized, but is subject to an annual impairment test, or more frequently if impairment indicators are present.
Other Intangible Assets:
Intangible assets consist of acquired brand, technology, customer relationships, surname domain names, direct navigation domain names and network rights. The Company considers its intangible assets consisting of surname domain names and direct navigation domain names as indefinite life intangible assets. The Company has the exclusive right to these domain names as long as the annual renewal fees are paid to the applicable registry. Renewals occur routinely and at a nominal cost. The indefinite life intangible assets are not amortized but are subject to impairment assessments performed throughout the year. As part of the normal renewal evaluation process during the periods ended March 31, 2023 and March 31, 2022, the Company assessed that all domain names that were originally acquired in the June 2006 acquisition of Mailbank.com Inc. that were up for renewal, should be renewed.
Intangible assets, comprising brand, technology, customer relationships and network rights are being amortized on a straight-line basis over periods of to years.
In the first quarter of 2023 the Company purchased customer relationship assets through hosting agreements whereby customer assets and domain names were obtained. These customer assets are being amortized over years.
Net book value of acquired intangible assets consist of the following (Dollar amounts in thousands of U.S. dollars):
| Surname domain names | Direct navigation domain names | Brand | Customer relationships | Technology | Network rights | Total | ||||||||||||||||||||||
| Amortization period | indefinite life | indefinite life | 7 years | 3 - 7 years | 2 - 7 years | 15 years | ||||||||||||||||||||||
| Balances, December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Acquisition of customer relationships | ||||||||||||||||||||||||||||
| Amortization expense | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Balances, March 31, 2023 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
The following table shows the estimated amortization expense for each of the next 5 years and thereafter, assuming no further additions to acquired intangible assets are made (Dollar amounts in thousands of U.S. dollars):
| Year ending | ||||
| December 31, | ||||
| Remainder of 2023 | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total | $ | |||
6. Loan Payable:
Third Amended 2019 Credit Facility
On June 14, 2019, the Company and its wholly owned subsidiaries, Tucows.com Co, Ting Fiber, Inc., Tucows (Delaware) Inc. and Tucows (Emerald), LLC entered into an Amended and Restated Senior Secured Credit Agreement (the "Amended 2019 Credit Facility") with Royal Bank ("RBC") as administrative agent and lenders party thereto (collectively with RBC, the "Lenders") under which the Company had access to an aggregate of up to $
On August 8, 2022, the Company entered into a Third Amended and Restated Senior Secured Credit Agreement (the “Amended Credit Agreement”) with its existing lenders. The Amended Credit Agreement continues to provide the Company with access to an aggregate of $
Amending Agreement No.2 to the Third Amended and Restated Senior Secured Credit Agreement
On March 14, 2023 Excluding-Ting entered into an Amending Agreement No.2 (the "Credit Agreement Amendment") to the Third Amended and Restated Senior Secured Credit Agreement with its existing syndicate of lenders (The "Credit Agreement Amendment"). The Credit Agreement Amendment continues to provide Excluding-Ting with access to an aggregate of $
Credit Facility Terms
During the three months ended March 31, 2023, and the three months ended March 31, 2022 Excluding-Ting was in compliance with the covenants under the credit agreements in effect at the time.
Borrowings under the Amended Credit Agreement will accrue interest and standby fees based on Excluding-Ting’s Total Funded Debt to Adjusted EBITDA ratio and the availment type as follows:
| If Total Funded Debt to EBITDA is: | ||||||||||||||||||||||||||||
| Availment type or fee | Less than 1.75 | Greater than or equal to 1.75 and less than 2.25 | Greater than or equal to 2.25 and less than 2.75 | Greater than or equal to 2.75 and less than 3.25 | Greater than or equal to 3.25 and less than 3.75 | Greater than or equal to 3.75 and less than 4.00 | Greater than or equal to 4.00 | |||||||||||||||||||||
| Canadian dollar borrowings based on Bankers’ Acceptance or U.S. dollar borrowings based on SOFR (Margin) | % | % | % | % | % | % | % | |||||||||||||||||||||
| Canadian or U.S. dollar borrowings based on Prime Rate or U.S. dollar borrowings based on Base Rate (Margin) | % | % | % | % | % | % | % | |||||||||||||||||||||
| Standby fees | % | % | % | % | % | % | % | |||||||||||||||||||||
The following table summarizes Excluding-Ting's borrowings under the credit facilities (Dollar amounts in thousands of U.S. dollars):
| March 31, 2023 | December 31, 2022 | |||||||
| Revolver | $ | $ | ||||||
| Less: unamortized debt discount and issuance costs | ( | ) | ( | ) | ||||
| Total loan payable | ||||||||
| Less: loan payable, current portion | ||||||||
| Loan payable, long-term portion | $ | $ | ||||||
The following table summarizes our scheduled principal repayments as of March 31, 2023 (Dollar amounts in thousands of U.S. dollars):
| Remainder of 2023 | $ | |||
| 2024 | ||||
| $ |
7. Income Taxes:
The Company's provision for income taxes for interim periods is determined by using an estimated annual effective tax rate, adjusted for discrete items arising during the quarter. At each quarter, the Company updates the estimated annual effective tax rate and makes a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to volatility due to several factors, including accurately forecasting the Company's net income before tax and taxable income or loss and the mix of tax jurisdictions to which they relate, intercompany transactions, and changes in statutes, regulations, and case law.
For the three months ended March 31, 2023, the Company recorded an income tax recovery of $
For the three months ended March 31, 2022, the Company recorded an income tax expense of $
8. Basic and Diluted Earnings per Common Share:
The following table reconciles the numerators and denominators of the basic and diluted earnings per common share computation (Dollar amounts in thousands of US dollars, except for share data):
| Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Numerator for basic and diluted earnings per common share: | ||||||||
| Net income/(loss) for the period | $ | ( | ) | $ | ( | ) | ||
| Denominator for basic and diluted earnings per common share: | ||||||||
| Basic weighted average number of common shares outstanding | ||||||||
| Effect of outstanding stock options | ||||||||
| Diluted weighted average number of shares outstanding | ||||||||
| Basic earnings/(loss) per common share | $ | ( | ) | $ | ( | ) | ||
| Diluted earnings/(loss) per common share | $ | ( | ) | $ | ( | ) | ||
For the three ended March 31, 2023, the Company recorded a net loss, thus all outstanding options were considered anti-dilutive and excluded from the computation of diluted income per common share.
For the three months ended March 31, 2022 the Company recorded a net loss, thus all outstanding options were considered anti-dilutive and excluded from the computation of diluted income per common share.
9. Revenue:
Significant accounting policy
The Company’s revenues are derived from (a) the provisioning of retail fiber Internet services through Ting, (b) the CSP solutions and professional services through Wavelo; and from (c) domain name registration contracts, other domain related value-added services, domain sale contracts, and other advertising revenue through Tucows Domains Services. Certain revenues are disclosed under Tucows Corporate as they are considered non-core business activities including Mobile Retail Services, Transition Services Agreement ("TSA") revenue and eliminations of intercompany revenue. Amounts received in advance of meeting the revenue recognition criteria described below are recorded as deferred revenue. All products are generally sold without the right of return or refund.
Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.
Nature of goods and services
The following is a description of principal activities – separated by reportable segments – from which the Company generates its revenue. For more detailed information about reportable segments, see Note 12 – Segment Reporting.
| (a) | Ting |
The Company generates Ting revenues primarily through the provisioning of fixed high-speed Internet access, Ting Internet.
Ting Internet contracts provide customers Internet access at their home or business through the installation and use of our fiber optic network. Ting Internet contracts are generally prepaid and grant customers with unlimited bandwidth based on a fixed price per month basis. Because consideration is collected before the service period, revenue is initially deferred and recognized as the Company performs its obligation to provide Internet access. Though the Company does not consider the installation of fixed Internet access to be a distinct performance obligation, the fees related to installation are immaterial and therefore revenue is recognized as billed.
Ting Internet access services are primarily contracted through the Ting website, for one month at a time and contain no commitment to renew the contract following each customer’s monthly billing cycle. The Company’s billing cycle for all Ting Internet customers is computed based on the customer’s activation date. In addition, revenues associated with the sale of Internet hardware to subscribers are recognized when title and risk of loss is transferred to the subscriber and shipment has occurred. Incentive marketing credits given to customers are recorded as a reduction of revenue.
In those cases, where payment is not received at the time of sale, revenue is not recognized at contract inception unless the collection of the related accounts receivable is reasonably assured. The Company records costs that reflect expected refunds, rebates and credit card charge-backs as a reduction of revenues at the time of the sale based on historical experiences and current expectations.
| (b) | Wavelo |
The Company generates Wavelo revenues by providing billing and provisioning platform services to Communication Service Providers ("CSPs") to whom we also provide other professional services.
Platform service agreements contain both platform services and professional services. Platform services offer a variety of solutions that support CSPs, including subscription and billing management, network orchestration and provisioning, and individual developer tools through a single, cloud based service. Consideration under platform service arrangements includes both a variable component that changes each month depending on the number of subscribers hosted on the platform, as well as platform payments and credits. The Company estimates platform payment and credit consideration over the term of the contract and recognizes the portion related to platform services evenly over the term of the contract. The Company recognizes variable subscriber fees, as the fees are invoiced. Platform services represent a single promise to provide continuous access (i.e. a stand-ready performance obligation) to the platform. As each month of providing access to the platform is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided, the performance obligation is comprised of a series of distinct service periods. Professional services provided under platform service arrangements can include implementation, training, consulting or software development/modification services. Revenues related to professional services are distinct from the other promises in the contract(s) and are recognized as the related services are performed, on the basis of hours consumed. Platform payment and credit consideration is allocated between the platform services and professional services performance obligations by estimating the standalone selling price (“SSP”) of each performance obligation. The Company estimates the SSP of professional services based on observable standalone sales. The SSP of platform services is derived using the residual approach by estimating the total contract consideration and subtracting the SSP of professional services. Total contract consideration is estimated at contract inception, considering any constraints that may apply and updating the estimates as new information becomes available.
Other professional services consist of professional service arrangements with platform services customers which are billed based on separate Statement of Work (“SOW”) arrangements for bespoke feature development. Revenues for professional services contracted through separate SOWs are recognized at a point-in-time when the final acceptance criteria have been met.
| (c) | Tucows Domains |
Domain registration contracts, which can be purchased for terms of one to ten years, provide our resellers and retail registrant customers with the exclusive right to a personalized internet address from which to build an online presence. The Company enters into domain registration contracts in connection with each new, renewed and transferred-in domain registration. At the inception of the contract, the Company charges and collects the registration fee for the entire registration period. Though fees are collected upfront, revenue from domain registrations are recognized rateably over the registration period as domain registration contracts contain a ‘right to access’ license of IP, which is a distinct performance obligation measured over time. The registration period begins once the Company has confirmed that the requested domain name has been appropriately recorded in the registry under contractual performance standards.
Domain related value-added services like digital certifications, WHOIS privacy, website hosting and hosted email provide our resellers and retail registrant customers with tools and additional functionality to be used in conjunction with domain registrations. All domain related value-added services are considered distinct performance obligations which transfer the promised service to the customer over the contracted term. Fees charged to customers for domain related value-added services are collected at the inception of the contract, and revenue is recognized on a straight-line basis over the contracted term, consistent with the satisfaction of the performance obligations.
The Company is an ICANN accredited registrar. Thus, the Company is the primary obligor with our reseller and retail registrant customers and is responsible for the fulfillment of our registrar services to those parties. As a result, the Company reports revenue in the amount of the fees we receive directly from our reseller and retail registrant customers. Our reseller customers maintain the primary obligor relationship with their retail customers, establish pricing and retain credit risk to those customers. Accordingly, the Company does not recognize any revenue related to transactions between our reseller customers and their ultimate retail customers.
The Company also sells the rights to the Company’s portfolio domains or names acquired through the Company’s domain expiry stream. Revenue generated from sale of domain name contracts, containing a distinct performance obligation to transfer the domain name rights under the Company’s control, is generally recognized once the rights have been transferred and payment has been received in full.
Advertising revenue is derived through domain parking monetization, whereby the Company contracts with third-party Internet advertising publishers to direct web traffic from the Company’s domain expiry stream domains and Internet portfolio domains to advertising websites. Compensation from Internet advertising publishers is calculated variably on a cost-per-action basis based on the number of advertising links that have been visited in a given month. Given that the variable consideration is calculated and paid on a monthly basis, no estimation of variable consideration is required.
Disaggregation of Revenue
The following is a summary of the Company’s revenue earned from each significant revenue stream (Dollar amounts in thousands of U.S. dollars):
| Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Ting: | ||||||||
| Fiber Internet Services | $ | $ | ||||||
| Wavelo: | ||||||||
| Platform Services | ||||||||
| Other Professional Services | ||||||||
| Total Wavelo | ||||||||
| Tucows Domains | ||||||||
| Wholesale | ||||||||
| Domain Services | ||||||||
| Value Added Services | ||||||||
| Total Wholesale | ||||||||
| Retail | ||||||||
| Total Tucows Domains | ||||||||
| Tucows Corporate: | ||||||||
| Mobile services and eliminations | ||||||||
| $ | $ | |||||||
During the three months ended March 31, 2023 and the three months ended March 31, 2022 no one customer accounted for more than 10% of total revenue.
At March 31, 2023, customer represented
The following is a summary of the Company’s cost of revenue from each significant revenue stream (Dollar amounts in thousands of U.S. dollars):
| Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Ting: | ||||||||
| Fiber Internet Services | $ | $ | ||||||
| Wavelo: | ||||||||
| Platform Services | ||||||||
| Other Professional Services | ||||||||
| Total Wavelo | ||||||||
| Tucows Domains: | ||||||||
| Wholesale | ||||||||
| Domain Services | ||||||||
| Value Added Services | ||||||||
| Total Wholesale | ||||||||
| Retail | ||||||||
| Total Tucows Domains | ||||||||
| Tucows Corporate: | ||||||||
| Mobile services and eliminations | ||||||||
| Network Expenses: | ||||||||
| Network, other costs | ||||||||
| Network, depreciation of property and equipment | ||||||||
| Network, amortization of intangible assets | ||||||||
| Network, impairment of property and equipment | ||||||||
| Total Network Expenses | ||||||||
| $ | $ | |||||||
Contract Balances
The following tables provide information about contract assets and contract liabilities (deferred revenue) from contracts with customers. The Company accounts for contract assets and liabilities on a contract-by-contract basis, with each contract presented as either a net contract asset or a net contract liability accordingly.
Some of the Company’s long-term contracts with customers are billed in advance of service, such as domain contracts and some professional service contracts. Consideration received from customers related to performance obligations which have not yet been satisfied are contract liabilities and recorded as deferred revenues.
Deferred revenue primarily relates to the portion of the transaction price received in advance related to the unexpired term of domain name registrations and other domain related value-added services, on both a wholesale and retail basis, net of external commissions.
Significant changes in deferred revenue for the three months ended March 31, 2023 were as follows (Dollar amounts in thousands of U.S. dollars):
Deferred revenue:
| March 31, 2023 | ||||
| Balance, beginning of period | $ | |||
| Deferred revenue | ||||
| Recognized revenue | ( | ) | ||
| Balance, end of period | $ | |||
The Company receives consideration for long-term mobile platform service contracts, which we collect variably each month depending on the number of subscribers hosted on the platform (subject to certain minimums) as well as through certain fixed platform fees and credits. Contract assets are recorded for services delivered under long-term mobile platform services contracts, to the extent that the services delivered exceed the services which have been billed to the customer at the reporting date. Contract assets are transferred to receivables when the rights to consideration become unconditional. All contract assets transfer to receivables within three months of when they are recognized. Significant changes in the contract assets for the three months ended March 31, 2023 were as follows (Dollar amounts in thousands of U.S dollars):
Contract assets:
| March 31, 2023 | ||||
| Balance, beginning of period | $ | |||
| Consideration recognized as revenue | ||||
| Transferred to receivables | ( | ) | ||
| Balance, end of period | $ | |||
Remaining Performance Obligations:
For retail mobile and internet access services, where the performance obligation is part of contracts that have an original expected duration of one year or less (typically one month), the Company has elected to apply a practical expedient to not disclose revenues expected to be recognized in the future related performance obligations that are unsatisfied (or partially unsatisfied).
Although domain registration contracts are deferred over the lives of the individual contracts, which can range from to years, approximately percent of our deferred revenue balance related to domain contracts is expected to be recognized within the next months.
Deferred revenue related to Exact hosting contracts is also deferred over the lives of the individual contracts, which are expected to be fully recognized within the next twelve months.
Professional service revenue related to platform services may be deferred over the period not exceeding the term of the contract.
10. Costs to obtain and fulfill a Contract:
Deferred costs of fulfillment
Deferred costs to fulfill contracts primarily consist of domain registration costs which have been paid to a domain registry, and are capitalized as deferred costs of fulfillment. These costs are deferred and amortized over the life of the domain which generally ranges from to years. The Company also defers certain technology design and data migration costs it incurs to fulfil its performance obligations contained in our platform services arrangements. For the three months ended March 31, 2023, the Company deferred $
The breakdown of the movement in the deferred costs of fulfillment balance for the three months ended March 31, 2023 is as follows (Dollar amounts in thousands of U.S. dollars).
| March 31, 2023 | ||||
| Balance, beginning of period | $ | |||
| Deferral of costs | ||||
| Recognized costs | ( | ) | ||
| Balance, end of period | $ | |||
11. Leases:
We lease datacenters, corporate offices and fiber-optic cables under operating leases. The Company does not have any leases classified as finance leases.
Our leases have remaining lease terms of
The components of lease expense were as follows (Dollar amounts in thousands of U.S. dollars):
| For the Three Months Ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Operating Lease Cost (leases with a total term greater than 12 months) | $ | $ | ||||||
| Short-term Lease Cost (leases with a total term of 12 months or less) | ||||||||
| Variable Lease Cost | ||||||||
| Total Lease Cost | $ | $ | ||||||
Lease Cost is presented in general and administrative expenses and network expenses within our consolidated statements of operations and comprehensive income.
Information related to leases was as follows (Dollar amounts in thousands of U.S. dollars):
| For the Three Months Ended March 31, | ||||||||
| Supplemental cashflow information: | 2023 | 2022 | ||||||
| Operating Lease - Operating Cash Flows (Fixed Payments) | $ | $ | ||||||
| Operating Lease - Operating Cash Flows (Liability Reduction) | $ | $ | ||||||
| New ROU Assets - Operating Leases | $ | $ | ||||||
| Supplemental balance sheet information related to leases: | March 31, 2023 | December 31, 2022 | ||||||
| Weighted Average Discount Rate | % | % | ||||||
| Weighted Average Remaining Lease Term | ||||||||
Maturity of lease liability as of March 31, 2023 (Dollar amounts in thousands of U.S. dollars):
| March 31, 2023 | ||||
| Remaining of 2023 | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total future lease payments | ||||
| Less imputed interest | ||||
| Total | $ | |||
Operating lease payments include payments under the non-cancellable term, without any additional amounts related to options to extend lease terms that are reasonably certain of being exercised.
As of March 31, 2023, we have not entered into lease agreements that have not yet commenced.
The Company has elected to use the single exchange rate approach when accounting for lease modifications. Under the single exchange rate approach, the entire right of use asset is revalued at the date of modification in the Company’s functional currency provided the re-measurement is not considered a separate contract or if the re-measurement is related to change the lease term or assessment of a lessee option to purchase the underlying asset being exercised.
12. Segment Reporting:
Reportable operating segments:
We are organized and managed based on
Certain revenues and expenses disclosed under the Corporate category are excluded from segment EBITDA results as they are centrally managed and not monitored by or reported to our CEO by segment, including Mobile Retail Services, eliminations of intercompany transactions, portions of Finance and Human Resources that are centrally managed, Legal and Corporate IT.
Our reportable operating segments and their principal activities consist of the following:
1. Ting - This segment derives revenue from providing retail high speed Internet access services to individuals and small businesses. Revenues are generated in the United States.
2. Wavelo – This segment derives revenue from platform and other professional services related to communication service providers, including Mobile Network Operators and Internet Service Providers, and are primarily generated in the United States.
3. Tucows Domains – This segment includes wholesale and retail domain name registration services, value added services and portfolio services. The Company primarily earns revenues from the registration fees charged to resellers in connection with new, renewed and transferred domain name registrations; the sale of retail Internet domain name registration and email services to individuals and small businesses. Domain Services revenues are attributed to the country in which the contract originates, primarily Canada and the United States.
Our segmented results include shared services allocations, including a profit margin, from Tucows Corporate for Finance, Human Resources and other technical services, to the operating units. In addition, Wavelo charges Ting a subscriber based monthly charge services rendered. Financial impacts from these allocations and cross segment charges are eliminated as part of the Tucows Corporate results.
Key measure of segment performance:
The CEO, as the chief operating decision maker, regularly reviews the operations and performance by segment. The CEO reviews segment revenue, gross margin and adjusted EBITDA (as defined below) as (i) key measures of performance for each segment and (ii) to make decisions about the allocation of resources. Sales and marketing expenses, technical operations and development expenses and general and administrative expenses and not reviewed or managed by the CEO separate from adjusted EBITDA, and are thus not included as separate measurements of segment profitability. Depreciation of property and equipment, amortization of intangibles assets, impairment of indefinite life intangible assets, gain on currency forward contracts and other expense net are organized along functional lines and are not included in the measurement of segment profitability. Total assets and total liabilities are centrally managed and are not reviewed at the segment level by the CEO.
Our key measures of segment performance and their definitions are:
1. Segment gross margin - Net revenues less Direct cost of revenues attributable to each segment.
2. Segment adjusted EBITDA - segment gross margin as well as the recurring income earned on sale of transferred assets, less network expenses and certain operating expenses attributable to each segment, such as sales and marketing, technical operations and development, general and administration expenses but excludes gains and losses from unrealized foreign currency, stock-based compensation and transactions that are not indicative of on-going performance, including acquisition and transition costs. Certain revenues and expenses disclosed under the Tucows Corporate category are excluded from segment EBITDA results as they are centrally managed and not monitored by or reported to our CEO by segment, including Mobile Retail Services, eliminations of intercompany transactions, portions of Finance and Human Resources that are centrally managed, Legal and Corporate IT.
The Company believes that both segment gross margin and adjusted EBITDA measures are important indicators of the operational strength and performance of its segments, by identifying those items that are not directly a reflection of each segment’s performance or indicative of ongoing operational and profitability trends. Segment gross margin and segment adjusted EBITDA both exclude depreciation of property and equipment, amortization of intangibles assets, impairment of indefinite life intangible assets that are included in the measurement of income before provision for income taxes pursuant to generally accepted accounting principles ("GAAP"). Total assets and total liabilities are centrally managed and are not reviewed at the segment level by the CEO.
Information by reportable segments (with the exception of disaggregated revenue, which is discussed in “Note 9 – Revenue”), which is regularly reported to the chief operating decision maker, and the reconciliations thereof to our income before taxes, are set out in the following tables (Dollar amounts in thousands of US dollars):
| Reconciliation of Income before Provision for Income Taxes to Adjusted EBITDA | Three Months Ended March 31, | |||||||
| (In Thousands of US Dollars) | 2023 | 2022 | ||||||
| (unaudited) | (unaudited) | (unaudited) | ||||||
| Net Income (Loss) for the period | $ | ( | ) | $ | ( | ) | ||
| Less: | ||||||||
| Provision for income taxes | ( | ) | ||||||
| Depreciation of property and equipment | ||||||||
| Impairment and loss on disposition of property and equipment | ||||||||
| Amortization of intangible assets | ||||||||
| Interest expense, net | ||||||||
| Accretion of contingent liability | ||||||||
| Stock-based compensation | ||||||||
| Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities | ||||||||
| Acquisition and other costs1 | ||||||||
| Adjusted EBITDA | $ | $ | ||||||
1 Acquisition and other costs represent transaction-related expenses, transitional expenses, such as redundant post-acquisition expenses, primarily related to our acquisitions, including Simply Bits in November 2021. Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments.
| Ting | Wavelo | Tucows Domains | Tucows Corporate | Consolidated Totals | ||||||||||||||||
| For the Three Months Ended March 31, 2023 | ||||||||||||||||||||
| Net Revenues | ||||||||||||||||||||
| External Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Intersegment Revenues | ) | |||||||||||||||||||
| Total Net Revenues | ||||||||||||||||||||
| Direct cost of revenues | ||||||||||||||||||||
| Segment Gross Margin | ( | ) | ||||||||||||||||||
| Network, other costs | ||||||||||||||||||||
| Network, depreciation of property and equipment | ||||||||||||||||||||
| Network, amortization of intangible assets | ||||||||||||||||||||
| Network, impairment of property and equipment | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Expenses: | ||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||
| Technical operations and development | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Depreciation of property and equipment | ||||||||||||||||||||
| Loss on disposition of property and equipment | ||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||
| Loss (gain) on currency forward contracts | - | |||||||||||||||||||
| Total expenses | ||||||||||||||||||||
| Income (Loss) from operations | ) | |||||||||||||||||||
| Other income (expenses): | ||||||||||||||||||||
| Interest expense, net | ) | |||||||||||||||||||
| Income earned on sale of transferred assets | ||||||||||||||||||||
| Other expense, net | ||||||||||||||||||||
| Total other income (expense) | ( | ) | ||||||||||||||||||
| Income (Loss) before provision for income taxes | $ | ) | ||||||||||||||||||
| Adjusted EBITDA | $ | ) | $ | $ | $ | $ | ||||||||||||||
| Ting | Wavelo | Tucows Domains | Tucows Corporate | Consolidated Totals | ||||||||||||||||
| For the Three Months Ended March 31, 2022 | ||||||||||||||||||||
| Net Revenues | ||||||||||||||||||||
| External Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Intersegment Revenues | ( | ) | ||||||||||||||||||
| Total Net Revenues | ||||||||||||||||||||
| Direct cost of revenues | ||||||||||||||||||||
| Segment Gross Margin | ||||||||||||||||||||
| Network, other costs | ||||||||||||||||||||
| Network, depreciation of property and equipment | ||||||||||||||||||||
| Network, amortization of intangible assets | ||||||||||||||||||||
| Network, impairment of property and equipment | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Expenses: | ||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||
| Technical operations and development | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Depreciation of property and equipment | ||||||||||||||||||||
| Loss on disposition of property and equipment | ||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||