CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q incorporates, along with historic info, forward-looking statements by us with regard to our expectations as to monetary outcomes and different facets of our enterprise that contain dangers and uncertainties and will represent forward-looking statements throughout the which means of the Private Securities Litigation Reform Act of 1995. Words equivalent to "could," "ought to," "anticipate," "imagine," "plan," "estimate," "count on" and "intend," and different comparable expressions are meant to determine forward-looking statements. The forward-looking statements contained on this report embody statements relating to, amongst different issues: the competitors we count on to come across as our enterprise develops and competes in a broader vary of Internet companies; the Company's international forex necessities, particularly for the Canadian greenback; Platform Services, and glued Internet entry subscriber development and retention charges; our perception relating to the underlying platform for our area companies, our expectation relating to the pattern of gross sales of domains and promoting; our expectations relating to portfolio income, our perception that, by rising the variety of companies we provide, we can generate increased revenues; our expectation relating to litigation; the potential impression of present and pending claims on our enterprise; our valuations of sure deferred tax property; our expectation to gather our excellent receivables, internet of our allowance for uncertain accounts; our expectation relating to fluctuations in sure expense and value classes; our expectations relating to our unrecognized tax; our expectations relating to money from operations to fund our enterprise; the impression of cancellations of or amendments to market growth fund applications beneath which we obtain funds, our expectation relating to our means to handle realized good points/losses from international forex contracts; our partnership with an affiliate ofGenerate TF Holdings, LLC , aDelaware restricted legal responsibility firm ("Generate Affiliate"); the impression of the COVID-19 pandemic on our enterprise, operations and monetary efficiency; and common enterprise situations and financial uncertainty. These statements are primarily based on administration's present expectations and are topic to quite a few uncertainties and dangers that might trigger precise outcomes to vary materially from these described within the forward-looking statements. Many components have an effect on our means to realize our goals and to efficiently develop and commercialize our companies together with:
• Our means to proceed to generate ample working capital to satisfy our
working necessities; • Our means to service our debt and most well-liked share commitments;
• Our means to take care of a superb working relationship with our distributors and
clients; • The means of distributors to proceed to provide our wants; • Actions by our opponents;
• Our means to draw and retain certified personnel in our enterprise;
• Our means to successfully handle our enterprise; • The results of any materials impairment of our goodwill or different indefinite-lived intangible property;
• Our means to acquire and preserve approvals from regulatory authorities
on regulatory points;
• Our means to put money into the build-out of fiber networks into chosen
cities and cities to supply Internet entry companies to residential and business clients whereas sustaining the event and gross sales of our established companies;
• Our means to satisfy the operational and monetary drawdown milestones
beneath the Unit Purchase Agreement with
with the flexibility to acquire extra financing to put money into the enlargement
of fiber networks;
• Adverse tax penalties equivalent to these associated to adjustments in tax legal guidelines or
tax charges or their interpretations, together with with respect to the impression
of the Tax Cuts and Jobs Act of 2017;
• The utility of judgment in figuring out our international provision for revenue
taxes, deferred tax property or liabilities or different tax liabilities given
the final word tax willpower is unsure; • Our means to successfully combine acquisitions;
• Our means to observe, assess and reply to the quickly altering impacts
of the COVID-19 pandemic. Our present evaluation of anticipated impacts has been included under as a part of the Opportunities, Challenges & Risks part.
• Our means to gather anticipated funds from DISH in reference to
the 10-year fee stream that may be a perform of the margin generated by
the transferred subscribers over a 10-year interval pursuant to the phrases of
the DISH Purchase Agreement; • Pending or new litigation; and
• Factors set forth beneath the caption “Item 1A Risk Factors” in our Annual
Report on Form 10-Okay for the fiscal yr endedDecember 31, 2021 filed with theSEC onMarch 1, 2022 (the "2021 Annual Report") and in "Item 1A Risk Factors" in Part II of this report.
As beforehand disclosed the beneath the caption “Item 1A Risk Factors” in our
2021 Annual Report, knowledge safety rules could impose authorized obligations on
us that we can’t meet or that battle with our ICANN contractual necessities.
24
——————————————————————————–
Table of Contents
This listing of things which will have an effect on our future efficiency and monetary and aggressive place and the accuracy of forward-looking statements is illustrative, however it's under no circumstances exhaustive. Accordingly, all forward-looking statements needs to be evaluated with the understanding of their inherent uncertainty. All forward-looking statements included on this doc are primarily based on info out there to us as of the date of this doc, and we assume no obligation to replace these cautionary statements or any forward-looking statements, besides as required by regulation. These statements are usually not ensures of future efficiency.
We qualify all of the forward-looking statements contained on this Quarterly Report
on Form 10-Q by the foregoing cautionary statements.
OVERVIEW
Our mission is to supply easy helpful companies that assist individuals unlock the
energy of the Internet.
We accomplish this by lowering the complexity of our clients' expertise as they entry the Internet (at dwelling or on the go) and whereas utilizing Internet companies equivalent to area title registration, e-mail and different Internet associated companies. During the primary quarter of 2022, the Company accomplished a reorganization of its reporting construction into three working and reportable segments: Fiber Internet Services, Platform Services and Domain Services. Previously, we disclosed the three working and reportable segments: Fiber Internet Services, Mobile Services and Domain Services. The change to our reportable working segments was the results of a shift in our enterprise and administration constructions that was initiated in 2021 and accomplished throughout the first quarter of 2022. The operations supporting what was beforehand referred to as our Mobile Services phase have change into more and more operationally distinct between our cell retail companies and our platform companies. Through the reorganization of our reporting construction, the Mobile Services phase was modified to the Platform Services phase, which now not consists of the 10-year fee stream on transferred legacy subscribers earned as a part of the DISH Purchase Agreement in addition to the retail sale of cellphones, retail telephony companies and transition companies, all of which aren't thought-about part of our core enterprise operations with the shift from Mobile Virtual Network Operator (MVNO) to Platform Service supplier. The Platform Services phase consists of our platform {and professional} companies choices (now branded as Wavelo), in addition to the billing options to Internet companies suppliers ("ISPs") (branded as Platypus), that was beforehand reported beneath the Fiber Internet Services phase. The Fiber Internet Services phase now solely incorporates the working outcomes of our retail excessive pace Internet entry operations, excluding the billing options moved to the brand new Platform Services phase. The product choices included within the Domain Services phase stays unchanged. The three segments are differentiated primarily by their companies, the markets they serve and the regulatory environments during which they function. Our administration recurrently opinions our working outcomes on a consolidated foundation, principally to make choices about how we make the most of our sources and to measure our consolidated working efficiency. To help us in forecasting development and to assist us monitor the effectiveness of our operational methods, our administration recurrently opinions revenues, working outcomes and efficiency for every of our service choices with the intention to acquire extra depth and understanding of the important thing enterprise metrics driving our enterprise. Commencing within the first quarter of 2022, our Chief Executive Officer (CEO), who can be our chief working determination maker, reviewed the working outcomes of Fiber Internet Services, Platform Services and Domains Services as three distinct segments with the intention to make key working choices in addition to consider phase efficiency. Accordingly, efficientJanuary 1, 2022 we report Fiber Internet Services, Platform Services and Domain Services income individually. The 10-year fee stream on transferred legacy subscribers in addition to retail sale of cell telephones, retail telephony companies and transition companies shall be excluded from phase EBITDA outcomes as they're now not centrally managed and never monitored by or reported to our CEO by phase.
For the three months ended
income of
For the six months ended
income of
Recent Developments OnAugust 8, 2022 , the Company accomplished an "F" reorganization forU.S. federal revenue tax functions wherebyTing Fiber, Inc. , a subsidiary of the Company, was transformed toTing Fiber, LLC ("Ting LLC ") upon the submitting of a Certificate of Conversion with the workplace of the Secretary of State of theState of Delaware . Subsequently onAugust 8 ,Ting LLC entered right into a Series A Preferred Unit Purchase Agreement (the "Unit Purchase Agreement") with Generate ("Transaction Close") pursuant to whichTing LLC will subject and promote 10,000,000 items of its Series A Preferred Units to Generate at a money buy value of$6.00 per unit with preliminary funding anticipated to happen byAugust 12, 2022 (the "Initial Funding"). Under the Unit Purchase Agreement, after the Initial Funding till the third anniversary (the "End Date")Ting LLC will subject and promote in subsequent fundings an mixture of 23,333,333.34 items of extra Series A Preferred Units on the identical phrases and situations as within the Initial Funding, topic to achievement of predetermined operational drawdown milestones (the "Milestones"). The funding will presentTing LLC $60 million of capital upon the Initial Funding, with an extra$140 million of capital commitments out there toTing LLC over the next three-year interval if the Milestones are achieved. From the Transaction Close till the sooner of (i) the End Date and (ii) the date upon which Generate has bought$140 million of Series A Preferred Units pursuant to Milestone Fundings,Ting LLC is required to pay Generate a standby price at a price of 0.50% of the unpaid$140 million capital dedication which shall be paid quarterly. Concurrent with the Transaction Close,Ting LLC and Generate entered into an Amended and Restated Limited Liability Company Agreement ofTing LLC (the "LLC Agreement"). Under the LLC Agreement, the Series A Preferred Units will accrue most well-liked return at a price of 15% every year (topic to sure changes as described under) on a non-cash foundation for the primary 24 months following the Initial Funding; as well asTing LLC will grant Generate sure customary and different minority protections, together with, with out limitation, the appointment of one Manager to the newly shaped three-personBoard of Managers ofTing LLC . In addition, concurrent with the Transaction Close, Ting LLC and Generate Affiliate will enter into an Equity Capital Contribution Agreement (the "ECC Agreement"), offering for as much as$400 million of extra capital commitments from Generate Affiliate beneath which Ting and Generate Affiliate will collectively consider, construct and function new fiber-to-the-home networks ("ECC Networks") and type a three way partnership entity to personal such ECC Networks. IfGenerate Affiliate and Ting LLC approve new ECC Networks beneath the ECC Agreement, then Generate Affiliate is predicted to supply fairness financing via the aforementioned capital commitments and be answerable for constructing and sustaining the ECC Networks whereasTing LLC will lease the ECC Networks from Generate Affiliate to conduct its enterprise as an ISP anchor tenant.Ting LLC has the choice, however not the duty, to take part in such fairness financing. Subject to the worth of the ECC Networks permitted beneath the ECC Agreement the speed of most well-liked return on the Series A Preferred Units bought beneath the Unit Purchase Agreement could also be adjusted right down to a flooring of 13% or up to a ceiling of 17% every year. 25
——————————————————————————–
Table of Contents
OnAugust 8, 2022 , the Company entered right into a Third Amended and Restated Senior Secured Credit Agreement (the "Amended Credit Agreement") with its present syndicate of lenders ("the Lenders"). The Amended Credit Agreement continues to present the Company with entry to an mixture of$240 million in dedicated funds ("the Credit Facility"). Under the Amended Credit Agreement, and in reference to the Unit Purchase Agreement the Lenders have agreed thatTing Fiber, Inc. (transformed toTing LLC ) and its wholly owned subsidiaries shall stop to be Guarantors beneath the Credit Facility and shall robotically be launched from their respective assure and safety paperwork, together with a launch of the Lenders' safety pursuits and liens upon the property of such entities. Additionally, the Amended Credit Agreement has prolonged the maturity of the Credit Facility toJune 14, 2024 . The Company is topic to the next monetary covenants always, that are to be calculated on a rolling 4 quarter foundation: (i) most Total Funded Debt to Adjusted EBITDA Ratio of 4.00:1.00 tillSeptember 29, 2023 and three.75:1.00 thereafter; and (ii) minimal Interest Coverage Ratio of three.00:1.00. The monetary covenant calculations will exclude the monetary outcomes ofTing Fiber Inc. (transformed toTing LLC ) and its wholly owned subsidiaries. The Amended Credit Agreement added SOFR Loans as a type of advance out there beneath the Credit Facility to switch LIBOR Rate Advances, and such SOFR Loans could bear curiosity primarily based on Adjusted Daily Simple SOFR (outlined to be the relevant SOFR price revealed by theFederal Reserve Bank of New York plus 0.10% every year topic to a flooring of zero) or Adjusted Term SOFR (outlined to be the relevant SOFR price revealed byCME Group Benchmark Administration Limited plus 0.10% for one-month, 0.15% for three-months, and 0.25% for six-months every year). Fiber Internet Services Fiber Internet Services, primarily branded as Ting Internet, Cedar, and Simply Bits consists of the availability of fastened high-speed Internet entry companies to choose cities all throughthe United States , with additional enlargement underway to each new and present markets. Our major gross sales channel is thru the Ting web site. The major focus of this phase is to supply dependable Gigabit Internet companies to client and enterprise clients. Revenues are all generated within theU.S. and are offered on a month-to-month foundation and don't have any fastened contract phrases. Platform Services Platform Services, primarily branded as Wavelo and Platypus consists of the provision of full-service platforms {and professional} companies offering a number of options that help Communication Services suppliers ("CSPs"), together with subscription and billing administration, community orchestration and provisioning, and particular person developer instruments. Wavelo's focus is to supply accessible telecom software program to CSPs globally, minimizing community and technical limitations and bettering web entry worldwide. Wavelo's suite of versatile, cloud-based software program simplifies the administration of cell and web community entry, enabling CSPs to higher make the most of their present infrastructure, deal with buyer expertise and scale their companies quicker. Wavelo launched as a confirmed asset for CSPs, with DISH utilizing Wavelo's Mobile Network Operating System ("MONOS") software program to drive extra worth inside its Digital Operator Platform since early 2021. More not too long ago, Ting Internet has additionally built-in Wavelo's Internet Service Operating System ("ISOS") software program to allow quicker subscriber development and footprint enlargement. Wavelo revenues are all generated in theU.S. and our buyer agreements have set contract lengths with the underlying CSP. Similarly, Platypus revenues are largely generated within theU.S. , with a small portion earned inCanada and different nations. Domain Services Domain Services consists of wholesale and retail area title registration companies, in addition to worth added companies derived via our OpenSRS, eNom, Ascio, EPAG and Hover manufacturers. We earn revenues primarily from the registration charges charged to resellers in reference to new, renewed and transferred area title registrations. In addition, we earn revenues from the sale of retail area title registration and e-mail companies to people and small companies. Domain Services revenues are attributed to the nation during which the contract originates, which is primarily inCanada and theU.S for OpenSRS and eNom manufacturers. Ascio area companies contracts and EPAG agreements primarily originate inEurope . Our major distribution channel is a worldwide community of roughly 35,000 resellers that function in over 150 nations and who usually present their clients, the end-users of Internet-based companies, with options for establishing and sustaining an internet presence. Our major focus is serving the wants of this community of resellers by offering the broadest portfolio of generic top-level area ("gTLD") and the nation code top-level area choices and associated companies, a white-label platform that facilitates the provisioning and administration of domains, a robust Application Program Interface, easy-to-use interfaces, complete administration and reporting instruments, and proactive and attentive customer support. Our companies are integral to the options that our resellers ship to their clients. We present "second tier" help to our resellers by e-mail, chat and telephone within the occasion resellers expertise points or issues with our companies. In addition, our Network Operating Center proactively displays all companies and community infrastructure to deal with deficiencies earlier than buyer companies are impacted. 26
——————————————————————————–
Table of Contents
We imagine that the underlying platforms for our companies are among the many most mature, dependable and practical reseller-oriented provisioning and administration platforms in our trade, and we proceed to refine, evolve and enhance these companies for each resellers and end-users. Our enterprise mannequin is characterised primarily by non-refundable, up-front funds, which result in recurring income and constructive working money move. Wholesale, primarily branded as OpenSRS, eNom, EPAG and Ascio, derives income from its area service and from offering value-added companies. The OpenSRS, eNom, EPAG and Ascio area companies handle 24.8 million domains beneath theTucows , eNom, EPAG and Ascio ICANN registrar accreditations and for different registrars beneath their very own accreditations. Value-Added Services embody hosted e-mail which gives e-mail supply and webmail entry to hundreds of thousands of mailboxes, Internet safety companies, WHOIS privateness, publishing instruments and different value-added companies. All of those companies are made out there to end-users via a community of 35,000 internet hosts, ISPs, and different resellers all over the world. In addition, we additionally derive income by monetizing domains that are close to the tip of their lifecycle via promoting or public sale sale. Retail, primarily the Hover and eNom portfolio of internet sites, together with eNom, and eNom Central, derive revenues from the sale of area title registration, e-mail companies to people and small companies. Retail additionally consists of our Personal Names Service - primarily based on 36,000 surname domains - that enables roughly two-thirds of Americans to buy a surname-based e-mail deal with. The retail phase consists of the sale of the rights to its portfolio of surname domains utilized in reference to our Realnames e-mail service in addition to our Exact Hosting Service, that gives Linux internet hosting companies for web sites of people and small companies.
KEY BUSINESS METRICS AND NON-GAAP MEASURES
We recurrently overview quite a few enterprise metrics, together with the next key metrics and non-GAAP measures, to help us in evaluating our enterprise, measure the efficiency of our enterprise mannequin, determine developments impacting our enterprise, decide useful resource allocations, formulate monetary projections and make strategic enterprise choices. The following tables set forth the important thing enterprise metrics which we imagine are the first indicators of our efficiency for the intervals offered: Adjusted EBITDATucows stories all monetary info in accordance withUnited States typically accepted accounting ideas ("GAAP"). Along with this info, to help monetary assertion customers in an evaluation of our historic efficiency, we usually disclose and talk about a non-GAAP monetary measure, adjusted EBITDA, on investor convention calls and associated occasions that exclude sure non-cash and different fees as we imagine that the non-GAAP info enhances traders' total understanding of our monetary efficiency. Please see dialogue of adjusted EBITDA within the Results of Operations part under. Ting InternetJune 30, 2022 2021 (in '000's) Ting Internet accounts beneath administration 30
20
Ting Internet owned infrastructure serviceable addresses 86 65 Ting Internet companion infrastructure serviceable addresses 18 13 Domain Services For the Three Months Ended June 30,(1) 2022 2021 (in 000's) Total new, renewed and transferred-in area title transactions 2 5,432 5,699 Domains beneath administration 24,844 25,615 (1) For a dialogue of those period-to-period adjustments within the domains
provisioned and domains beneath administration and the way they impacted our monetary
outcomes see the Net Revenues dialogue under.
Includes all transactions processed beneath our accreditations for our
(2) resellers and our retail manufacturers, in addition to transactions processed on behalf
of different registrars utilizing our platform. Domain Services For the Six Months Ended June 30,(1) 2022 2021 (in 000's) Total new, renewed and transferred-in area title transactions 11,383 11,946 Domains beneath administration 24,844 25,615 (1) For a dialogue of those period-to-period adjustments within the domains
provisioned and domains beneath administration and the way they impacted our monetary
outcomes see the Net Revenues dialogue under.
Includes all transactions processed beneath our accreditations for our
(2) resellers and our retail manufacturers, in addition to transactions processed on behalf
of different registrars utilizing our platform. Domain ServicesJune 30, 2022 2021 (in 000's)
Registered utilizing Registrar Accreditation belonging to
the
18,482
19,471
Registered utilizing Registrar Accreditation belonging to
Resellers
6,362
6,144
Total domains beneath administration 24,844 25,615 27
——————————————————————————–
Table of Contents
OPPORTUNITIES, CHALLENGES AND RISKS
Our income is primarily realized inU.S. {dollars} and a significant portion of our working bills are paid in Canadian {dollars}. Fluctuations within the change price between theU.S. greenback and the Canadian greenback could have a cloth impact on our enterprise, monetary situation and outcomes from operations. In specific, we could also be adversely affected by a big weakening of theU.S. greenback in opposition to the Canadian greenback on a quarterly and an annual foundation. Our coverage with respect to international forex publicity is to handle our monetary publicity to sure international change fluctuations with the target of neutralizing some or the entire impression of international forex change actions by getting into into international change ahead contracts to mitigate the change threat on a portion of our Canadian greenback publicity. We could not at all times enter into such ahead contracts and such contracts could not at all times be out there and economical for us. Additionally, the ahead charges established by the contracts could also be much less advantageous than the market price upon settlement. Fiber Internet Services As an ISP, we now have invested and count on to proceed to put money into new fiber to the dwelling ("FTTH") deployments in choose markets inthe United States . The investments are a mirrored image of our ongoing efforts to construct FTTH community by way of public-private partnerships in communities we determine as having robust, unmet demand for FTTH companies. Given the numerous upfront construct and operational investments for these FTTH deployments, there may be threat that future technological and regulatory adjustments in addition to aggressive responses from incumbent native suppliers, could end in us not totally recovering these investments.
The communications trade continues to compete on the premise of community attain
and efficiency, varieties of companies and units supplied, and value.
Platform Services Wavelo launched as a confirmed asset for CSPs, with DISH utilizing Wavelo's MONOS software program to drive extra worth inside its Digital Operator Platform since early 2021. More not too long ago, Ting Internet has additionally built-in Wavelo's ISOS software program to allow quicker subscriber development and footprint enlargement. With our exterior platform {and professional} companies revenues concentrated to 1 buyer in DISH, we're uncovered to vital threat if we're unable to preserve this buyer relationship or set up new relationships for any our Platforms sooner or later. Additionally, our revenues as a platform supplier are immediately tied to the subscriber volumes of DISH's MVNO or Mobile Network Operator ("MNO") networks, so our profitability is contingent on the flexibility of DISH to proceed so as to add subscribers onto our platforms. Domain Services The elevated competitors out there for Internet companies lately, which we count on will proceed to accentuate within the quick and long run, poses a materials threat for us. As new registrars are launched, present opponents broaden service choices and opponents provide value reductions to realize market share, we face pricing stress, which may adversely impression our revenues and profitability. To deal with these dangers, we now have centered on leveraging the scalability of our infrastructure and our means to supply proactive and attentive customer support to aggressively compete to draw new clients and to take care of present clients. Substantially all of our Domain Services income is derived from area title registrations and associated value-added companies from wholesale and retail clients utilizing our provisioning and administration platforms. The marketplace for wholesale registrar companies is each value delicate and aggressive and is evolving with the introduction of recent gTLDs, significantly for giant quantity clients, equivalent to giant internet hosting corporations and house owners of enormous portfolios of domains. We have a comparatively restricted means to extend the pricing of area title registrations with out negatively impacting our means to take care of or develop our buyer base. Growth in our Domain Services income relies upon our means to proceed to draw and retain clients by sustaining constant area title registration and value-added service renewal charges and to develop our buyer relationships via refining, evolving and bettering our provisioning platforms and customer support for each resellers and end-users. In addition, we additionally generate income via pay-per-click promoting and thru the OpenSRS Domain Expiry Stream. The income related to names gross sales and promoting has not too long ago skilled flat to declining developments as a result of uncertainty across the implementation of ICANN's New gTLD Program, decrease site visitors and promoting yields within the market, which we count on to proceed. From time-to-time sure of our distributors present us with market growth funds to broaden or preserve the market place for his or her companies. Any determination by these distributors to cancel or amend these applications for any purpose could end in funds in future intervals not being commensurate with what we now have achieved throughout previous intervals. 28
——————————————————————————–
Table of Contents
Other alternatives, challenges and dangers
As described above, the Company is entitled to a long-term fee stream that is a perform of the margin generated by the transferred subscribers over the 10-year time period of the DISH Purchase settlement. This consideration construction could not show to achieve success or worthwhile within the long-term to us if the prevailing subscriber base churns at an above common price. Additionally, given DISH controls the revenues and prices incurred related to the acquired subscribers, there might come up a scenario the place profitability for the subscriber base is diminished both by lower cost factors or value inflation. As a part of the transactions contemplated by the DISH Purchase settlement, the Company retained a small variety of buyer accounts related to one MNO settlement that was not reassigned to DISH at time of sale. We proceed to be topic to the minimal income commitments beforehand agreed to with this excluded MNO settlement. The Company is ready to proceed including clients beneath the excluded MNO community with the intention to meet the dedication. However, with no direct means to alter buyer pricing and restricted means to renegotiate contract prices or vital phrases, the Company could also be unable to satisfy the minimal commitments with this MNO companion and will incur vital and recurring penalties till such a time that the contract is full. These penalties would negatively impression our operational efficiency and monetary outcomes if enforced by the MNO. During the three months and 6 months endedJune 30, 2022 , the Company has accrued for$0.4 million and$0.7 million of penalties, respectively in reference to failing to satisfy the minimal commitments with the MNO companion, and expects to proceed to incur penalties via Fiscal 2022 and thereafter till the contract is full.
Critical Accounting Estimates
The preparation of our consolidated monetary statements in conformity with GAAP requires us to make estimates and judgements that have an effect on the reported quantities of property, liabilities, revenues and bills, and associated disclosure of contingent property and liabilities. There have been no materials adjustments to the crucial accounting estimates as beforehand disclosed in Part II, Item 7 of our 2021 Annual Report.
Current COVID-19 response and anticipated impacts
The ongoing international COVID-19 pandemic continues to characterize Fiscal 2022 thus far, nonetheless the monetary and operational impacts from COVID-19 on our enterprise have been restricted. Over the final two years, we have monitored the scenario and its impacts on our enterprise however have finally seen developments stabilize, with continued restoration inU.S. markets because of large-scale vaccination applications. Management continues to evaluate the impression recurrently however expects restricted monetary and operational impression via the upcoming fiscal yr, ought to the COVID-19 pandemic persist. While the unfold of COVID-19 could finally be contained or mitigated, there isn't a assure {that a} future outbreak won't happen as evidenced by quite a few variants of the virus rising. Since the onset of this pandemic in 2020, all workers who might conceivably earn a living from home have been and proceed to be inspired to take action. Since then we now have transitioned to defining ourselves as a remote-first group, and for the small group of workers who're unable to earn a living from home, together with our order achievement and Fiber set up groups, lots of whom work within the area, they are inspired to observe social distancing and to proceed to observe hygiene greatest practices and security protocols as outlined by theCenters for Disease Control and Prevention in reference to the COVID-19 pandemic. In 2020, the Ting Internet crew established an set up answer for our workers and clients that minimizes dangers related to person-to-person contact they usually proceed to successfully deploy this set up answer at the moment. We have additionally applied a vaccination coverage requiring these workers who work from a Company workplace, meet in particular person with clients or journey by plan or prepare for enterprise functions to be totally vaccinated. We haven't skilled any productiveness points, materials useful resource constraints nor will we foresee requiring any materials expenditures to proceed to implement our enterprise continuity plans described above. Likewise, we now have not skilled nor will we foresee any future impacts to our liquidity place, credit score threat, inside controls or impacts to our accounting insurance policies on account of the COVID-19 pandemic. 29
——————————————————————————–
Table of Contents
RESULTS OF OPERATIONS FOR THE three and 6 months ended
COMPARED TO THE three and 6 months ended
NET REVENUES Fiber Internet Services Fiber Internet Services, primarily branded as Ting Internet, Cedar, and Simply Bits consists of the availability of fastened high-speed Internet entry companies to choose cities all throughthe United States , with additional enlargement underway to each new and present markets. Our major gross sales channel is thru the Ting web site. The major focus of this phase is to supply dependable Gigabit Internet companies to client and enterprise clients. Revenues are all generated within theU.S. , don't have any fastened contract phrases and are offered on a month-to-month foundation, with limitless bandwidth primarily based on a hard and fast value. The Company's billing cycle for all Ting Internet clients is computed primarily based on the client's activation date. Since consideration is collected earlier than the service interval, income is initially deferred and acknowledged because the Company performs its obligation to supply Internet entry inside every reporting interval. In addition, revenues related to the sale of Internet {hardware} to subscribers are acknowledged when title and threat of loss is transferred to the subscriber and cargo has occurred. Incentive advertising credit given to clients are recorded as a discount of income. In these circumstances, the place fee will not be acquired on the time of sale, income is not acknowledged till contract inception until the gathering of the associated accounts receivable is fairly assured. The Company data prices that replicate anticipated refunds, rebates and bank card charge-backs as a discount of revenues on the time of the sale primarily based on historic experiences and present expectations. Platform Services Platform ServicesTucows' Platform Services embody the next full-service platforms from Wavelo, together with ISOS and the MONOS in addition to our legacy Platypus Billing software program. Under every of those platforms there are a selection of options that help CSPs, together with subscription and billing administration, community orchestration and provisioning, and particular person developer instruments. Wavelo launches as a confirmed asset for CSPs, with DISH utilizing Wavelo's MONOS software program to drive extra worth inside its Digital Operator Platform since early 2021. More not too long ago, Ting Internet has additionally built-in Wavelo's ISOS software program to allow quicker subscriber development and footprint enlargement. Wavelo's clients are billed month-to-month, on a postpaid foundation. The month-to-month charges are variable, primarily based on the quantity of their subscribers using the platform throughout a given month, to which minimums could apply. Customers may additionally be billed fastened platform charges and granted fastened credit as a part of the consideration for long-term contracts. Consideration acquired is allotted to platform companies and bundled skilled companies and acknowledged as every service obligation is fulfilled. Any fastened charges for Platform Services are acknowledged into income evenly over the service interval, whereas variable utilization charges are acknowledged every month as they're consumed. Professional companies income is acknowledged because the hours of skilled companies granted to the client are used or expire. When consideration for these platform companies is acquired earlier than the service is delivered, the income is initially deferred and acknowledged solely because the Company performs its obligation to supply companies. Likewise, if platform companies are delivered earlier than the Company has the unconditional proper to bill the buyer, income is acknowledged as a Contract Asset. Other Professional Services This income stream consists of another skilled companies earned in reference toTucows' new Wavelo enterprise from the availability of standalone know-how companies growth work. These are billed to our clients month-to-month at set and established charges for companies offered in interval. The Company acknowledges income over this new income stream because the Company satisfies its obligations to supply skilled companies. Domain Services Wholesale - Domain Services Domain registration contracts, which might be bought for phrases of 1 to 10 years, present our resellers and retail registrant clients with the unique proper to a customized web deal with from which to construct an internet presence. The Company enters into area registration contracts in reference to every new, renewed and transferred-in area registration. At the inception of the contract, the Company fees and collects the registration price for your complete registration interval. Though charges are collected upfront, income from area registrations are acknowledged rateably over the registration interval as area registration contracts include a 'proper to entry' license of IP, which is a distinct efficiency obligation measured over time. The registration interval begins as soon as the Company has confirmed that the requested area title has been appropriately recorded within the registry beneath contractual efficiency requirements. Historically, our wholesale area service has constituted the biggest portion of our enterprise and encompasses all of our companies as an accredited registrar associated to the registration, renewal, switch and administration of domains. In addition, this service fuels different income classes because it usually is the preliminary service for which a reseller will interact us, enabling us to observe on with different companies and permitting us so as to add to our portfolio by buying names registered via us upon their expiration. Domain companies will proceed to be the biggest portion of our enterprise and can additional gasoline our means to promote add-on companies. The Company is an ICANN accredited registrar. Thus, the Company is the first obligor with our reseller and retail registrant clients and is answerable for the achievement of our registrar companies to these events. As a outcome, the Company stories income within the quantity of the charges we obtain immediately from our reseller and retail registrant clients. Our reseller clients preserve the major obligor relationship with their retail clients, set up pricing and retain credit score threat to these clients. Accordingly, the Company doesn't acknowledge any income associated to transactions between our reseller clients and their final retail clients. 30
——————————————————————————–
Table of Contents
Wholesale – Value-Added Services
We derive income from area associated value-added companies like digital certifications, WHOIS privateness and hosted e-mail and by offering our resellers and retail registrant clients with instruments and extra performance to be used at the side of area registrations. All area associated value-added companies are thought-about distinct efficiency obligations which switch the promised service to the client over the contracted time period. Fees charged to clients for area associated value-added companies are collected on the inception of the contract, and income is acknowledged on a straight-line foundation over the contracted time period, in line with the satisfaction of the efficiency obligations.
We additionally derive income from different value-added companies, which primarily consists
of proceeds from the OpenSRS, eNom and Ascio area expiry streams.
Retail We derive revenues primarily from Hover and eNom's retail properties via the sale of retail area title registration and e-mail companies to people and small companies. The retail phase additionally consists of the sale of the rights to its portfolio of surname domains utilized in reference to our Realnames e-mail service and Linux internet hosting companies for web sites via our Exact Hosting model.
Corporate – Mobile Services and Eliminations
Although we nonetheless present cell telephony companies to a small subset of clients retained via the Ting Mobile model as a part of the DISH Purchase Agreement executed in Fiscal 2020; this income stream now not represents the Company's strategic focus going ahead. Instead we now have transitioned in direction of being a Platform Services supplier for CSPs globally. Where these retail cell companies revenues have been beforehand disclosed as a part of a Mobile Services phase within the prior yr, efficientJanuary 1, 2022 we now have determined to exclude retail telephony companies and transition companies revenues from phase EBITDA outcomes as they're now not centrally managed and never monitored by or reported to our CEO by phase. Ting Mobile wi-fi utilization contracts grant clients entry to plain discuss, textual content and knowledge cell companies. Ting Mobile contracts are billed primarily based on the buyer's chosen price plan, which may both be utilization primarily based or a vast plan. All price plan choices are charged to clients on a postpaid, month-to-month foundation on the finish of their billing cycle. All future revenues related to Retail Mobile Services stream will solely be for this subset of shoppers retained by the Company, as talked about above. Ting Mobile companies are primarily contracted via the Ting web site, for one month at a time and include no dedication to resume the contract following every buyer's month-to-month billing cycle. The Company's billing cycle for all Ting Mobile clients is computed primarily based on the client's activation date. In order to acknowledge income because the Company satisfies its obligations, we compute the quantity of revenues earned however not billed from the tip of every billing cycle to the tip of every reporting interval. In addition, revenues related to the sale of wi-fi units and equipment are acknowledged when title and threat of loss is transferred to the buyer and cargo has occurred. Incentive advertising credit given to clients are recorded as a discount of income. These Mobile Services income streams additionally consists of transitional companies offered to DISH. These are billed month-to-month at set and established charges for companies offered in interval and embody the availability of gross sales, advertising, buyer help, order achievement, and knowledge analytics associated to the legacy buyer base offered to DISH. The Company acknowledges income because the Company satisfies its obligations to supply skilled companies. The Company expects transitional companies revenues to proceed to lower via the rest of Fiscal 2022 and thereafter as companies are established immediately by DISH.
As a type of consideration for the sale of the client relationships, the
Company receives a payout on the margin related to the legacy buyer base
offered to DISH, over a interval of 10 years. This has been categorised as Other
Income and never thought-about income within the present interval.
The following desk presents our internet revenues, by income supply (Dollar quantities
in hundreds of
(Dollar quantities in hundreds of
{dollars})
30,
For the Six Months Ended
2022 2021 2022 2021 Fiber Internet Services: Fiber Internet Services$ 10,221 $ 5,548 $ 20,009 $ 10,630 Platform Services: Platform Services 7,970 2,734 14,067 3,372 Other Professional Services 1,000 - 1,750 - Total Platform Services 8,970 2,734 15,817 3,372 Domain Services: Wholesale Domain Services 46,979 47,883 93,815 94,874 Value Added Services 5,597 5,482 11,246 10,562 Total Wholesale 52,576 53,365 105,061 105,436 Retail 8,487 8,897 17,548 18,050 Total Domain Services 61,063 62,262 122,609 123,486 Corporate: Mobile companies and eliminations 2,830 4,549 5,748 8,480$ 83,084 $ 75,093 $ 164,183 $ 145,968 Increase over prior interval$ 7,991 $ 18,215 Increase - proportion 11 % 12 % 31
——————————————————————————–
Table of Contents
The following desk presents our internet revenues, by income supply, as a
proportion of complete internet revenues (Dollar quantities in hundreds of
(Dollar quantities in hundreds of U.S. {dollars}) For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Fiber Internet Services: Fiber Internet Services 12 % 7 % 12 % 7 % Platform Services: Platform Services 10 % 4 % 9 % 2 % Other Professional Services 1 % 0 % 1 % 0 % Total Platform Services 11 % 4 % 10 % 2 % Domain Services: Wholesale Domain Services 57 % 64 % 56 % 65 % Value Added Services 7 % 7 % 7 % 7 % Total Wholesale 64 % 71 % 63 % 72 % Retail 10 % 12 % 11 % 12 % Total Domain Services 74 % 83 % 74 % 84 % Corporate: Mobile companies and eliminations 3 % 6 % 4 % 7 % 100 % 100 % 100 % 100 % Total internet revenues for the three months endedJune 30, 2022 elevated by$8.0 million , or 11%, to$83.1 million from$75.1 million when in comparison with the three months endedJune 30, 2021 . The three-month enhance in internet income was pushed by Platform Services, on account of elevated MONOS platform revenues (each fastened and variable) charges earned from the migration of extra subscribers onto our new platform. Platform Services accounted for a$6.2 million enhance to complete internet revenues within the present interval. This enhance was furthered by Fiber Internet Services which had a income enhance of$4.7 million within the present interval from the attraction of extra clients to Ting Internet from the continued buildout of our Fiber community footprint throughoutthe United States . The will increase these two segments skilled have been partially offset by decreased revenues from Mobile Services eliminations of$1.7 million , attributable to decreased transitional companies revenues; in addition to decreased revenues from our Domain Services phase of$1.2 million from the continued normalization of area title registration development and renewal charges from these noticed on account of the COVID-19 pandemic in prior years. Total internet revenues for the six months endedJune 30, 2022 elevated by$18.2 million , or 12% to$164.2 million from$146.0 million when in comparison with the six months endedJune 30, 2021 . The six-month enhance in internet income was pushed by Platform Services, on account of elevated MONOS platform revenues (each fastened and variable) charges earned from the migration of extra subscribers onto our new platform. Platform Services accounted for a$12.4 million enhance to complete internet revenues within the present interval. This enhance was furthered by Fiber Internet Services which had a income enhance of$9.4 million within the present interval from the attraction of extra clients to Ting Internet from the continued buildout of our Fiber community footprint throughoutthe United States . The will increase these two segments skilled have been partially offset by decreased revenues from Mobile Services eliminations of$2.7 million , attributable to decreased transitional companies revenues; in addition to decreased revenues from our Domain Services phase of$0.9 million from the continued normalization of area title registration development and renewal charges from these noticed as a results of the COVID-19 pandemic in prior years. 32
——————————————————————————–
Table of Contents
Deferred income atJune 30, 2022 elevated by$2.4 million to$150.2 million from$147.8 million atDecember 31, 2021 . This was primarily pushed by Domain Services, accounting for$2.5 million of the rise which is as a result of enhance in present interval billings for area title registrations and repair renewals which generally happen at the start of a Fiscal Year. We additionally skilled a smaller enhance from Fiber Internet Services of$0.2 million , reflective of the continued development in buyer base and billings of that phase relative toDecember 31 , 2021.These will increase have been partially offset by a lower from Platform Services of$0.4 million . The deferred income related with Platform Services is particularly associated to Other Professional Services revenues for standalone know-how companies growth work with DISH, which we defer till such time as that work is full and we have happy our obligations to supply the skilled companies. These different skilled companies have been accomplished within the present interval and thus acknowledged out of beforehand deferred revenues. DISH accounted for 11% of complete internet revenues for the three months endedJune 30, 2022 and 10% of complete internet revenues for the six months endedJune 30, 2022 . No buyer accounted for greater than 10% of complete internet income throughout the three and six months endedJune 30, 2021 . DISH accounted for 34% of complete accounts receivable as atJune 30, 2022 and 46% of complete accounts receivable as atDecember 31, 2021 . Though a good portion of the Company's area companies revenues are pay as you go by our clients, the place the Company does gather receivables, vital administration judgment is required on the time income is recorded to evaluate whether or not the gathering of the ensuing receivables is moderately assured. On an ongoing foundation, we assess the flexibility of our clients to make required funds. Based on this evaluation, we count on the carrying quantity of our excellent receivables, internet of allowance for uncertain accounts, to be totally collected. Fiber Internet Services Fiber Internet Services generated$10.2 million in internet income throughout the three months endedJune 30, 2022 , up$4.7 million or 85% in comparison with the three months endedJune 30, 2021 . This development is pushed by subscriber development throughout our Fiber community relative to the three months endedJune 30, 2021 , in addition to the continued enlargement of our Ting Internet footprint to new Ting cities all throughthe United States . Included on this present interval enhance is$2.2 million of revenues attributed to the prior interval acquisition of Simply Bits, which closed within the fourth quarter of Fiscal 2021. Fiber Internet Services generated$20.0 million in internet income throughout the six months endedJune 30, 2022 , up$9.4 million or 89% in comparison with the six months endedJune 30, 2021 . This development is pushed by subscriber development throughout our Fiber community relative to the six months endedJune 30, 2021 , in addition to the continued enlargement of our Ting Internet footprint to new Ting cities all throughthe United States . Included on this present interval enhance is$4.5 million of revenues attributed to the prior interval acquisition of Simply Bits, which closed within the fourth quarter of Fiscal 2021. As ofJune 30, 2022 , Ting Internet had entry to 86,000 owned infrastructure serviceable addresses, 18,000 companion infrastructure serviceable addresses and 30,000 energetic subscribers beneath its administration; in comparison with having entry to 65,000 owned infrastructure serviceable addresses, 13,000 companion infrastructure serviceable addresses and 20,000 energetic subscribers beneath its administration as ofJune 30, 2021 . These figures embody the rise in serviceable addresses and subscribers attributable to the acquisition of Cedar inJanuary 2020 , however exclude these of Simply Bits. Platform Services Platform Services Net revenues from Platform Services for the three months endedJune 30, 2022 elevated by$5.3 million to$8.0 million as in comparison with the three months endedJune 30, 2021 . This is pushed from elevated MONOS platform revenues (each fastened and variable) charges earned from the migration of extra DISH subscribers, from their Boost Mobile model onto our new platform. Our full-service platforms help CSPs with subscription and billing administration, community orchestration and provisioning, and particular person developer instruments. Wavelo launched as a confirmed asset for CSPs, with DISH utilizing Wavelo's MONOS software program to drive extra worth inside its Digital Operator Platform since early 2021. More not too long ago, Ting Internet has additionally built-in Wavelo's ISOS software program to allow quicker subscriber development and footprint enlargement. Any intercompany ISOS revenues earned from Ting Internet are eradicated upon consolidation. Net revenues from Platform Services for the six months endedJune 30, 2022 elevated by$10.7 million to$14.1 million as in comparison with the six months endedJune 30, 2021 . This is pushed from elevated MONOS platform revenues (each fastened and variable) charges earned from the migration of extra DISH subscribers, from their Boost Mobile model onto our new platform. Our full-service platforms help CSPs with subscription and billing administration, community orchestration and provisioning, and particular person developer instruments. Wavelo launched as a confirmed asset for CSPs, with DISH utilizing Wavelo's MONOS software program to drive extra worth inside its Digital Operator Platform since early 2021. More not too long ago, Ting Internet has additionally built-in Wavelo's ISOS software program to allow quicker subscriber development and footprint enlargement. Any intercompany ISOS revenues earned from Ting Internet are eradicated upon consolidation. Other Professional Services Net revenues from Other Professional Services for the three months endedJune 30, 2022 elevated to$1.0 million as in comparison with the three months endedJune 30, 2021 . This enhance was the results of completion of choose standalone know-how companies growth work within the present interval, the place three months endedJune 30, 2021 didn't have any revenues from comparable companies. Net revenues from Other Professional Services for the six months endedJune 30, 2022 elevated to$1.8 million as in comparison with the six months endedJune 30, 2021 . This enhance was the results of completion of choose standalone know-how companies growth work within the present interval, the place six months endedJune 30, 2021 didn't have any revenues from comparable companies. 33
——————————————————————————–
Table of Contents Domain Services Wholesale - Domain Services During the three months endedJune 30, 2022 , Wholesale area companies internet income decreased by$0.9 million to$47.0 million , when in comparison with the three months endedJune 30, 2021 . Decreases from Wholesale area registrations have been pushed from the continued normalization of area title registration development and slowed renewal charges from these noticed on account of the COVID-19 pandemic in prior years. During the six months endedJune 30, 2022 , Wholesale area companies internet income decreased by$1.1 million to$93.8 million , when in comparison with the six months endedJune 30, 2021 . Decreases from Wholesale area registrations have been pushed from the continued normalization of area title registration development and slowed renewal charges from these noticed on account of the COVID-19 pandemic in prior years. Total domains that have been managed beneath the OpenSRS, eNom, EPAG, and Ascio area companies decreased by 0.8 million domains to 24.8 million as ofJune 30, 2022 , when in comparison with 25.6 million atJune 30, 2021 . The lower in domains beneath administration got here largely from eNom, with smaller decreases from OpenSRS and the European manufacturers, Ascio and EPAG.
Wholesale – Value Added Services
During the three months endedJune 30, 2022 , value-added companies internet income elevated by$0.1 million to$5.6 million in comparison with the three months endedJune 30, 2021 . The enhance was primarily pushed by elevated expiry income of$0.2 million from the OpenSRS, eNom, Ascio manufacturers and their respective area expiry streams, and was partially offset by decreases in Digital Certificates, Email and Other revenues of$0.1 million . During the six months endedJune 30, 2022 , value-added companies income elevated by$0.6 million to$11.2 million in comparison with the six months endedJune 30, 2021 . The enhance was primarily pushed by elevated expiry income of$1.0 million from the OpenSRS, eNom, Ascio manufacturers and their respective area expiry streams, and was partially offset by different small decreases in Digital Certificates, Email and Other revenues of$0.4 million . Retail During the three months endedJune 30, 2022 , retail area companies internet income decreased by$0.4 million or 4% to$8.5 million in comparison with the three months endedJune 30, 2021 . This was pushed by decreased revenues associated to retail area title registrations of$0.5 million and partially offset by a small enhance in Exact Hosting revenues of lower than$0.1 million . During the six months endedJune 30, 2022 , retail area companies internet income decreased by$0.5 million or 3% to$17.5 million in comparison with the six months endedJune 30, 2021 . This was pushed by decreased revenues associated to retail area title registrations of$0.9 million and partially offset by a one-time outsized area title portfolio gross sales of$0.2 million and a small enhance in Exact Hosting revenues of lower than$0.2 million .
Corporate – Mobile Services and Eliminations
Net revenues from Mobile Services and Eliminations for the three months endedJune 30, 2022 decreased by$1.7 million or 38% to$2.8 million as in contrast to the three months endedJune 30, 2021 . This lower was pushed by decreased transitional companies of$1.5 million , notably from a decreased degree of buyer help and advertising companies offered to DISH in reference to the legacy Ting Mobile buyer base. The Company expects transitional companies revenues to proceed to lower via the rest of Fiscal 2022 and thereafter as companies are established immediately by DISH. Additionally, there was a small lower in revenues of lower than$0.1 million from the cell telephony companies and system revenues related to the small group of shoppers retained by the Company as a part of the DISH Purchase Agreement. The income lower was pushed by a bigger portion of the retained buyer base and all new clients being billed on the limitless utilization price plans launched in late Fiscal 2020, leading to a lower in revenues as in comparison with legacy tiered utilization price plans. These decreases have been partially offset by elevated company eliminations on account of the revenues related to ISOS platform billing between Wavelo and Ting Internet, which started in Fiscal 2022. Net revenues from Mobile Services and Eliminations for the six months endedJune 30, 2022 decreased by$2.8 million or 33% to$5.7 million as in comparison with the six months endedJune 30, 2021 . This lower was pushed by decreased transitional companies of$2.7 million , notably from a decreased degree of buyer help and advertising companies offered to DISH in reference to the legacy Ting Mobile buyer base. The Company expects transitional companies revenues to proceed to lower via the rest of Fiscal 2022 and thereafter as companies are established immediately by DISH. This lower was partially offset by a rise in revenues of$0.3 million related to the cell telephony companies and system revenues related to the small group of shoppers retained by the Company as a part of the DISH Purchase Agreement. Revenues elevated in consequence of the natural development we skilled via Fiscal 2021, caused by new limitless utilization price plans launched in late Fiscal 2020. Additionally, company eliminations elevated on account of the revenues related to ISOS platform billing between Wavelo and Ting Internet, which started in Fiscal 2022. COST OF REVENUES Fiber Internet Services Cost of revenues primarily consists of the prices for provisioning excessive pace Internet entry, which is comprised of community entry charges paid to third-parties to make use of their community, leased circuit prices to immediately help enterprise clients, the personnel and associated bills (internet of capitalization) associated to the bodily planning, design, building and construct out of the bodily Fiber community and in addition to personnel and associated bills (internet of capitalization) associated to the set up, restore, upkeep and total area service supply of the Fiber enterprise. Hardware prices embody the price of tools offered to finish clients, together with routers, ONTs, and IPTV merchandise, and any stock changes on this stock. Other prices embody area car bills, and small sundry tools and provides consumed in constructing the Fiber community. 34
——————————————————————————–
Table of Contents Platform Services Platform Services Cost of revenues, if any, to supply the MONOS, ISOS and Platypus Billing software program companies together with community entry, provisioning and billing companies for CSPs. This consists of the amortization of any capitalized contract achievement prices over the interval in line with the sample of transferring community entry, provisioning and billing companies to which the price relates. Additionally, this consists of any charges paid to third-party service suppliers primarily for printing companies in reference to the Platypus Billing system. Other Professional Services Cost of revenues to supply standalone know-how companies growth work to our CSP clients to assist help their companies. This consists of any personnel and contractor charges for any shopper service sources retained by the Company. Only a subset of the Company's worker base gives skilled companies to our clients. This value displays that group of sources. Domain Services Wholesale - Domain Services Cost of revenues for area registrations represents the amortization of registry and accreditation charges on a foundation in line with the popularity of revenues from our clients, specifically rateably over the time period of provision of the service. Registry charges, the first element of value of revenues, are paid in full when the area is registered, and are initially recorded as pay as you go area registry charges. This accounting therapy moderately approximates a recognition sample that corresponds with the availability of the companies throughout the interval. Market growth funds that don't symbolize a fee for distinct items or companies offered by the Company, and thus don't meet the factors for income recognition beneath ASU 2014-09, are mirrored as value of products offered and are acknowledged as earned.
Wholesale – Value-Added Services
Costs of revenues for value-added companies embody licensing and royalty prices associated to the provisioning of sure elements of associated to hosted e-mail and charges paid to third-party internet hosting companies. Fees payable for belief certificates are amortized on a foundation in line with the availability of service, typically one yr, whereas e-mail internet hosting charges and month-to-month printing charges are included in value of revenues within the month they're incurred. Retail Costs of revenues for our provision and administration of Internet companies via our retail websites, Hover.com and the eNom branded websites, embody the amortization of registry charges on a foundation in line with the popularity of revenues from our clients, specifically rateably over the time period of provision of the service. Registry charges, the first element of value of revenues, are paid in full when the area is registered, and are recorded as pay as you go area registry charges and are expensed rateably over the renewal time period. Costs of revenues for our surname portfolio symbolize the amortization of registry charges for domains added to our portfolio over the renewal interval, which is usually one yr, the worth attributed beneath intangible property to any area title offered and any impairment fees which will come up from our evaluation of our area title intangible property.
Corporate – Mobile Services and Eliminations
Cost of revenues for Retail Mobile Services consists of the prices of provisioning cell companies, which is primarily our clients' voice, messaging, knowledge utilization offered by our MNO companion, and the prices of offering cell phone {hardware}, which is the price of cell phone units and SIM playing cards offered to our clients, order achievement associated bills, and stock write-downs. Included within the prices of provisioning cell companies is any penalties related to the minimal commitments with our MNO companion. These Mobile Services prices additionally embody the personnel and associated prices of transitional companies offered to DISH. These are billed month-to-month at set and established charges for companies offered in interval and embody the availability of gross sales, advertising, buyer help, order achievement, and knowledge analytics associated to the legacy buyer base offered to DISH. The Company acknowledges prices because the Company satisfies its obligations to supply skilled companies. The Company expects transitional companies prices to proceed to lower via the the rest of Fiscal 2022 and thereafter as companies are established immediately by DISH. Network bills Network bills embody personnel and associated bills associated to the core applied sciences, web site reliability engineering and community operations, IT infrastructure and provide chain groups that help our varied enterprise segments. It additionally consists of community depreciation and amortization, communication and productiveness software prices, and tools upkeep prices. Communication and productiveness software prices consists of collaboration, buyer help, bandwidth, co-location and provisioning prices we incur to help the provision of all our companies. 35
——————————————————————————–
Table of Contents
The following desk presents our value of revenues, by income supply:
(Dollar quantities in hundreds of
{dollars})
30,
For the Six Months Ended
2022 2021 2022 2021 Fiber Internet Services: Fiber Internet Services$ 4,417 $ 3,006 $ 8,455 $ 5,614 Platform Services: Platform Services 202 113 387 198 Other Professional Services 856 - 1,632 - Total Platform Services 1,058 113 2,019 198 Domain Services: Wholesale Domain Services 36,938 37,707 73,335 73,483 Value Added Services 643 583 1,299 1,180 Total Wholesale 37,581 38,290 74,634 74,663 Retail 3,519 4,497 8,278 8,898 Total Domain Services 41,100 42,787 82,912 83,561 Corporate: Mobile companies and eliminations 2,725 3,227 5,335 5,947 Network Expenses: Network, different prices 4,764 3,612 8,944 6,850 Network, depreciation of property and tools 6,589 4,084 12,484 7,722 Network, amortization of intangible property 378 24 756 323 Network, impairment of property and tools - 1 27 61 11,731 7,721 22,211 14,956$ 61,031 $ 56,854 $ 120,932 $ 110,276 Increase over prior interval$ 4,177 $ 10,656 Increase - proportion 7 % 10 %
The following desk presents our value of revenues, as a proportion of complete value
of revenues for the intervals offered:
For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Fiber Internet Services: Fiber Internet Services 7 % 5 % 7 % 5 % Platform Services: Platform Services 0 % 0 % 0 % 0 % Other Professional Services 1 % 0 % 1 % 0 % Total Platform Services 1 % 0 % 1 % 0 % Domain Services: Wholesale Domain Services 61 % 67 % 62 % 68 % Value Added Services 1 % 1 % 1 % 1 % Total Wholesale 62 % 68 % 63 % 69 % Retail 6 % 8 % 7 % 8 % Total Domain Services 68 % 76 % 70 % 77 % Corporate: Mobile companies and eliminations 4 % 6 % 4 % 5 % Network Expenses: Network, different prices 8 % 6 % 7 % 6 % Network, depreciation of property and tools 11 % 7 % 10 % 7 % Network, amortization of intangible property 1 % 0 % 1 % 0 % Network, impairment of property and tools 0 % 0 % 0 % 0 % 20 % 13 % 18 % 13 % 100 % 100 % 100 % 100 % 36
——————————————————————————–
Table of Contents
Total value of revenues for the three months endedJune 30, 2022 , elevated by$4.1 million , or 7%, to$61.0 million from$56.9 million within the three months endedJune 30, 2021 . The three-month enhance in value of revenues was pushed by a$4.0 million enhance in Network Expenses. The enhance from Network Expenses is a results of the enlargement of the Company's elevated community infrastructure related to the persevering with enlargement of the Ting Internet community footprint, the ramp up of Wavelo's MONOS and ISOS platforms, in addition to elevated communication and productiveness software prices throughout our working segments. Another contributing issue was a$1.4 million enhance from the Fiber Internet Services phase. As mentioned above within the Net Revenues part, our Fiber Internet Services phase has continued so as to add each serviceable addresses and energetic subscriptions relative to the three months endedJune 30, 2021 . Additionally, we skilled a$0.9 million enhance from Platform Services, pushed by the completion of choose standalone know-how companies growth work for DISH within the present interval. These will increase have been partially offset by a$1.7 million lower associated to Domain Services and a$0.5 million lower associated to Mobile Services and eliminations. The lower in prices for Domain Services is aligned with the decreased internet revenues mentioned above in the Net Revenues part and discount in domains beneath administration within the present interval. The lower associated to Mobile Services and eliminations can be pushed by decreased transitional companies prices from the availability of much less transitional companies to DISH within the present interval, partially offset by elevated penalties related to the minimal commitments with our MNO companion. Total value of revenues for the six months endedJune 30, 2022 , elevated by$10.6 million , or 10%, to$120.9 million from$110.3 million within the six months endedJune 30, 2021 . The six-month enhance in value of revenues was pushed by a$7.3 million enhance in Network Expenses. The enhance from Network Expenses is a results of the enlargement of the Company's elevated community infrastructure related to the persevering with enlargement of the Ting Internet community footprint, the ramp up of Wavelo's MONOS and ISOS platforms, in addition to elevated communication and productiveness software prices throughout our working segments. Another contributing issue was a$2.8 million enhance from the Fiber Internet Services phase. As mentioned above within the Net Revenues part, our Fiber Internet Services phase has continued so as to add each serviceable addresses and energetic subscriptions relative to the six months endedJune 30, 2021 . Additionally, we skilled a$1.8 million enhance from Platform Services, pushed by the completion of choose standalone know-how companies growth work for DISH within the present interval. These will increase have been partially offset by a$0.6 million lower associated to Domain Services and a$0.6 million lower associated to Mobile Services and eliminations. The lower in prices for Domain Services is aligned with the decreased internet revenues mentioned above in the Net Revenues part and discount in domains beneath administration within the present interval. The lower associated to Mobile Services and eliminations can be pushed by decreased transitional companies prices from the availability of much less transitional companies to DISH within the present interval, partially offset by elevated penalties related to the minimal commitments with our MNO companion. Deferred prices of achievement as ofJune 30, 2022 elevated by$1.1 million , or 1%, to$113.8 million from$112.7 million atDecember 31, 2021 . This enhance was primarily pushed by Domain Services, accounting for$2.8 million of the enhance which is as a result of enhance in present interval deferred prices for area title registrations and repair renewals which generally happen on the starting of a Fiscal Year. This was partially offset by a lower from Platform Services of$1.7 million . The deferred prices of achievement related with Platform Services is particularly associated to the completion of Other Professional Services mentioned above for standalone know-how companies growth work with DISH. As these skilled companies have been accomplished within the present interval, the deferred prices to satisfy these companies have been amortized into prices of revenues. Fiber Internet Services During the three months endedJune 30, 2022 , prices associated to provisioning excessive pace Internet entry elevated$1.4 million or 47%, to$4.4 million as in contrast to$3.0 million throughout three months endedJune 30, 2021 . The enhance in prices have been primarily pushed by elevated direct prices, bandwidth and colocation prices associated to the continued enlargement of the Ting Fiber community. Included in this present interval enhance is$0.6 million of prices of revenues attributed to the prior interval acquisition of Simply Bits, which closed within the fourth quarter of Fiscal 2021. During the six months endedJune 30, 2022 , prices associated to provisioning excessive pace Internet entry elevated$2.9 million or 52%, to$8.5 million as in contrast to$5.6 million throughout six months endedJune 30, 2021 . The enhance in prices have been primarily pushed by elevated direct prices, bandwidth and colocation prices associated to the continued enlargement of the Ting Fiber community. Included in this present interval enhance is$1.1 million of prices of revenues attributed to the prior interval acquisition of Simply Bits, which closed within the fourth quarter of Fiscal 2021. Platform Services Platform Services Cost of revenues from Platform Services for the three months endedJune 30, 2022 elevated$0.1 million or 79%, to$0.2 million as in comparison with$0.1 million for the three months endedJune 30, 2021 . Costs incurred are pushed by the amortization of beforehand capitalized prices incurred to satisfy the DISH Master Services Agreement ("MSA") over the time period of the settlement. The continued incurrence of extra prices to satisfy the contract have resulted in elevated amortization within the present interval relative to the fastened time period of the settlement. Cost of revenues from Platform Services for the six months endedJune 30, 2022 elevated$0.2 million or 95%, to$0.4 million as in comparison with$0.2 million for the six months endedJune 30, 2021 . Costs incurred are pushed by the amortization of beforehand capitalized prices incurred to satisfy the DISH MSA over the time period of the settlement. The continued incurrence of extra prices to satisfy the contract have resulted in elevated amortization within the present interval relative to the fastened time period of the settlement. 37
——————————————————————————–
Table of Contents Other Professional Services Cost of revenues from Other Professional Services for the three months endedJune 30, 2022 elevated$0.9 million or 100%, to$0.9 million as in comparison with nil for the three months endedJune 30, 2021 . Costs incurred symbolize the personnel and associated bills of workers and contractors offering skilled companies to DISH. The enhance in Other Professional Services prices relative to the prior interval was a results of the completion of choose standalone know-how companies growth work for DISH within the present interval. No comparable prices have been incurred within the prior interval. Cost of revenues from Other Professional Services for the six months endedJune 30, 2022 elevated$1.6 million or 100%, to$1.6 million as in comparison with nil for the six months endedJune 30, 2021 . Costs incurred symbolize the personnel and associated bills of workers and contractors offering skilled companies to DISH. The enhance in Other Professional Services prices relative to the prior interval was a results of the completion of choose standalone know-how companies growth work for DISH within the present interval. No comparable prices have been incurred within the prior interval. Domain Services Wholesale - Domain Services Costs for Wholesale area companies for the three months endedJune 30, 2022 decreased by$0.8 million or 2%, to$36.9 million , as in comparison with$37.7 million for the three months endedJune 30, 2021 . The lower is aligned with the dialogue above within the Net Revenue part related to the continued normalization of area title registrations, slowed renewal charges and discount in domains beneath administration within the present interval. Costs for Wholesale area companies for the six months endedJune 30, 2022 decreased by$0.2 million or 0.3%, to$73.3 million , as in contrast to$73.5 million for the six months endedJune 30, 2021 . The lower is aligned with the dialogue above within the Net Revenue part related to the continued normalization of area title registrations, slowed renewal charges and discount in domains beneath administration within the present interval. The lower is partially offset by the prior interval together with vital registry rebates earned from the robust efficiency and additions to domains beneath administration as a results of the COVID-19 pandemic throughout Fiscal 2020. No comparable rebates have been earned from registries within the present interval.
Wholesale – Value-Added Services
Costs for wholesale value-added companies for the three months endedJune 30, 2022 remained flat at$0.6 million , as in comparison with the three months endedJune 30, 2021 . Costs for wholesale value-added companies for the six months endedJune 30, 2022 elevated by$0.1 million or 8%, to$1.3 million , as in contrast to$1.2 million for the six months endedJune 30, 2021 . This was pushed by will increase in Digital Certificates and expiry stream prices of$0.2 million throughout the six months endedJune 30, 2021 , offset by a small lower in e-mail companies prices of lower than$0.1 million . Retail Costs for retail area companies for the three months endedJune 30, 2022 decreased by$1.0 million or 22%, to$3.5 million , as in comparison with$4.5 million for the three months endedJune 30, 2021 . This was pushed by decreased prices associated to retail area title registrations of$0.9 million from decrease retail registrations and furthered by a small lower in Exact Hosting value of revenues of lower than$0.1 million . Costs for retail area companies for the six months endedJune 30, 2022 decreased by$0.6 million or 7%, to$8.3 million , as in comparison with$8.9 million for the six months endedJune 30, 2021 . This was pushed by decreased prices associated to retail area title registrations of$0.6 million from decrease retail registrations and furthered by a small lower in Exact Hosting value of revenues of lower than$0.1 million . 38
——————————————————————————–
Table of Contents
Corporate – Mobile Services and Eliminations
Cost of revenues from Mobile Services and Eliminations for the three months endedJune 30, 2022 decreased by$0.5 million or 16%, to$2.7 million from$3.2 million within the three months endedJune 30, 2021 . Consistent with the above dialogue round internet revenues, this was a pushed by decreased transitional companies prices of$1.3 million , notably from a decreased degree of buyer help and advertising companies offered to DISH in reference to the legacy Ting Mobile buyer base. The Company expects transitional companies prices of revenues to proceed to lower via the rest of Fiscal 2022 and thereafter as companies are established immediately by DISH. This lower was partially offset by a rise in prices of revenues of$0.8 million related with the cell telephony companies and system prices related to the small group of shoppers retained by the Company as a part of the DISH Purchase Agreement. Costs of revenues elevated on account of the natural development of the buyer base we skilled via Fiscal 2021, caused by new limitless utilization price plans launched in late Fiscal 2020 in addition to the accrual of$0.4 million of penalties in reference to failing to satisfy the minimal commitments with the MNO companion. The Company expects to proceed to incur penalties via Fiscal 2022 and thereafter till the contract is full. Cost of revenues from Mobile Services and Eliminations for the six months endedJune 30, 2022 decreased by$0.6 million or 10%, to$5.3 million from$5.9 million within the six months endedJune 30, 2021 . Consistent with the above dialogue round internet revenues, this was a pushed by decreased transitional companies prices of$2.4 million , notably from a decreased degree of buyer help and advertising companies offered to DISH in reference to the legacy Ting Mobile buyer base. The Company expects transitional companies prices of revenues to proceed to lower via the rest of Fiscal 2022 and thereafter as companies are established immediately by DISH. This lower was partially offset by a rise in prices of revenues of$1.8 million related with the cell telephony companies and system prices related to the small group of shoppers retained by the Company as a part of the DISH Purchase Agreement. Costs of revenues elevated on account of the natural development of the buyer base we skilled via Fiscal 2021, caused by new limitless utilization price plans launched in late Fiscal 2020 in addition to the accrual of$0.7 million of penalties in reference to failing to satisfy the minimal commitments with the MNO companion. The Company expects to proceed to incur penalties via Fiscal 2022 and thereafter till the contract is full.
Network Expenses
Network prices for the three months endedJune 30, 2022 elevated by$4.0 million or 52%, to$11.7 million , as in comparison with$7.7 million for the three months endedJune 30, 2021 . The three-month enhance was pushed by elevated depreciation of$2.5 million pushed by the Company's elevated community infrastructure related with the persevering with enlargement of the Ting Internet footprint and depreciation of Wavelo's new MONOS platform. This enhance from depreciation was adopted by elevated community prices of$1.1 million from elevated personnel and contracted service prices centered on Fiber Internet Services and Platform Services segments, in addition to a small enhance in amortization of intangible property of$0.4 million attributed to the prior interval acquisition of Simply Bits, which closed within the fourth quarter of Fiscal 2021. Network prices for the six months endedJune 30, 2022 elevated by$7.2 million or 48%, to$22.2 million , as in comparison with$15.0 million for the six months endedJune 30, 2021 . The six-month enhance was pushed by elevated depreciation of$4.8 million pushed by the Company's elevated community infrastructure related with the persevering with enlargement of the Ting Internet footprint and depreciation of Wavelo's new MONOS platform. This enhance from depreciation was adopted by elevated community prices of$2.1 million from elevated personnel and contracted service prices centered on Fiber Internet Services and Platform Services segments, in addition to a small enhance in amortization of intangible property of$0.4 million pushed by the prior interval acquisition of Simply Bits, partially offset by the full amortization of Ascio Technology intangible asset within the six months endedJune 30, 2021 . SALES AND MARKETING Sales and advertising bills consist primarily of personnel prices. These prices embody commissions and associated bills of our gross sales, product administration, public relations, name heart, help and advertising personnel. Other gross sales and advertising bills embody buyer acquisition prices, promoting and different promotional prices. (Dollar quantities in hundreds ofU.S. {dollars}) For the Three Months EndedJune 30 ,
For the Six Months Ended
2022 2021 2022 2021 Sales and advertising$ 13,503 $ 9,376 $ 25,490 $ 17,687 Increase over prior interval$ 4,127 $ 7,803 Increase - proportion 44 % 44 % Percentage of internet revenues 16 % 12 % 16 % 12 % Sales and advertising bills for the three months endedJune 30, 2022 elevated by$4.1 million , or 43%, to$13.5 million as in comparison with the three months endedJune 30, 2021 . This three-month enhance primarily associated to the funding in hiring extra personnel for each Ting Internet and Wavelo's gross sales, product, advertising, buyer help and success groups to drive development in our Fiber Internet Services phase and to help the launch and go to market technique of our Platform Services phase. The present interval additionally consists of the groups acquired as a part of the Simply Bits acquisition. Outside of extra hiring, personnel prices have been considerably impacted by wage inflation throughout our three segments, with issued will increase in extra of 5% to align with financial situations and market charges. In addition to personnel associated prices, each advertising associated prices and facility prices elevated to drive energetic subscription development given the rise in serviceable addresses out there to our Fiber Internet Services phase and to help our rising workforce in choose Ting cities throughoutthe United States . Sales and advertising bills for the six months endedJune 30, 2022 elevated by$7.8 million , or 44%, to$25.5 million as in comparison with the six months endedJune 30, 2021 . This six-month enhance primarily associated to the funding in hiring extra personnel for each Ting Internet and Wavelo's gross sales, product, advertising, buyer help and success groups to drive development in our Fiber Internet Services phase and to help the launch and go to market technique of our Platform Services phase. The present interval additionally consists of the groups acquired as a part of the Simply Bits acquisition. Outside of extra hiring, personnel prices have been considerably impacted by wage inflation throughout our three segments, with issued will increase in extra of 5% to align with financial situations and market charges. In addition to personnel associated prices, each advertising associated prices and facility prices elevated to drive energetic subscription development given the rise in serviceable addresses out there to our Fiber Internet Services phase and to help our rising workforce in choose Ting cities throughoutthe United States . 39
——————————————————————————–
Table of Contents
TECHNICAL OPERATIONS AND DEVELOPMENT
Technical operations and growth bills consist primarily of personnel prices and associated bills required to help the event of recent or enhanced service choices and the upkeep and upgrading of present infrastructure. This consists of bills incurred within the analysis, design and growth of know-how that we use to register domains, Platform Services, Fiber Internet Services, e-mail, retail, area portfolio and different Internet companies, in addition to to distribute our digital content material companies. All technical operations and growth prices are expensed as incurred. (Dollar quantities in hundreds of U.S. {dollars}) For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Technical operations and growth $ 3,465 $ 3,170 $ 7,230 $ 6,302 Increase over prior interval $ 295 $ 928 Increase - proportion 9 % 15 % Percentage of internet revenues 4 % 4 % 4 % 4 % Technical operations and growth bills for the three months endedJune 30, 2022 elevated by$0.3 million , or 9%, to$3.5 million when in comparison with the three months endedJune 30, 2021 . The enhance in prices relates primarily to elevated spending on each personnel prices and exterior contractors to supply growth sources to help our inside engineering groups with growth facets of the MONOS and ISOS platforms. Personnel prices have been additionally considerably impacted by wage inflation throughout our three segments, with issued will increase in extra of 5% to align with financial situations and market charges. Technical operations and growth bills for the six months endedJune 30, 2022 elevated by$0.9 million , or 15%, to$7.2 million when in comparison with the six months endedJune 30, 2021 . The enhance in prices relates primarily to elevated spending on each personnel prices and exterior contractors to supply growth sources to help our inside engineering groups with growth facets of the MONOS and ISOS platforms. Personnel prices have been additionally considerably impacted by wage inflation throughout our three segments, with issued will increase in extra of 5% to align with financial situations and market charges. GENERAL AND ADMINISTRATIVE
General and administrative bills consist primarily of compensation and
associated prices for managerial and administrative personnel, charges for skilled
companies, public itemizing bills, lease, international change and different common
company bills.
(Dollar quantities in hundreds of U.S. {dollars}) For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 General and administrative $ 6,814 $ 5,210 $ 14,110 $ 10,163 Increase over prior interval $ 1,604 $ 3,947 Increase - proportion 31 % 39 % Percentage of internet revenues 8 % 7 % 9 % 7 % General and administrative bills for the three months endedJune 30, 2022 elevated by$1.6 million , or 31% to$6.8 million as in comparison with the three months endedJune 30, 2021 . The enhance was primarily pushed by a rise in personnel prices pushed by the expansion of groups acquired as a part of the Simply Bits acquisition and continued funding in hiring for administrative groups to higher help our segments as a part of our new company reorganization. Outside of extra hiring, personnel prices have been considerably impacted by wage inflation throughout our three segments, with issued will increase in extra of 5% to align with financial situations and market charges. Another driver of the rise was the upper stock-based compensation bills with the intention to entice, retain and scale core administrative groups to satisfy projected Company development. Smaller contributors to the rise embody different miscellaneous bills equivalent to enterprise taxes, financial institution fees and facility prices pushed by our Fiber Internet Services phase and the persevering with enlargement of the Ting Internet footprint. General and administrative bills for the six months endedJune 30, 2022 elevated by$3.9 million , or 39% to$14.1 million as in comparison with the six months endedJune 30, 2021 . The enhance was primarily pushed by a rise in personnel prices pushed by the expansion of groups acquired as a part of the Simply Bits acquisition and continued funding in hiring for administrative groups to higher help our segments as a part of our new company reorganization. Outside of extra hiring, personnel prices have been considerably impacted by wage inflation throughout our three segments, with issued will increase in extra of 5% to align with financial situations and market charges. Another driver of the rise was the upper stock-based compensation bills with the intention to entice, retain and scale core administrative groups to satisfy projected Company development. Smaller contributors to the rise embody different miscellaneous bills equivalent to enterprise taxes, financial institution fees and facility prices pushed by our Fiber Internet Services phase and the persevering with enlargement of the Ting Internet footprint.
DEPRECIATION OF PROPERTY AND EQUIPMENT
(Dollar quantities in hundreds of U.S. {dollars}) For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Depreciation of property and tools $ 146 $ 127 $ 294 $ 248 Increase over prior interval $ 19 $ 46 Increase - proportion 15 % 19 % Percentage of internet revenues 0 % 0 % 0 % 0 %
Depreciation prices remained flat for the three months ended
at
Depreciation prices elevated lower than
ended
30, 2021
40
——————————————————————————–
Table of Contents
AMORTIZATION OF INTANGIBLE ASSETS
(Dollar quantities in hundreds of U.S. {dollars}) For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Amortization of intangible property $ 2,465 $ 2,322 $ 4,930 $ 4,642 Increase over prior interval $ 143 $ 288 Increase - proportion 6 % 6 % Percentage of internet revenues 3 % 3 % 3 % 3 %
Amortization of intangible property for the three months ended
2022
ended
Uniregistry property within the fourth quarter of Fiscal 2021.
Amortization of intangible property for the six months ended
2022
ended
Uniregistry property within the fourth quarter of Fiscal 2021.
LOSS (GAIN) ON CURRENCY FORWARD CONTRACTS
Although our practical forex is theU.S. greenback, a significant portion of our fastened bills are incurred in Canadian {dollars}. Our purpose with regard to international forex publicity is, to the extent attainable, to realize operational value certainty, handle monetary publicity to sure international change fluctuations and to neutralize a few of the impression of international forex change actions. Accordingly, we enter into international change contracts to mitigate the change price threat on parts of our Canadian greenback publicity. (Dollar quantities in hundreds ofU.S. {dollars}) For the Three Months Ended June
30, For the Six Months Ended
2022 2021 2022 2021 Loss (acquire) on forex ahead contracts $ - $ 63 $ - $ (190 ) Decrease over prior interval $ (63 ) $ 190 Decrease - proportion 100 % 100 % Percentage of internet revenues - % - % - % - % The Company recorded a internet lack of nil within the change in truthful worth of excellent contracts in addition to realized on matured contracts throughout the three months endedJune 30, 2022 , in comparison with a internet lack of$0.1 million throughout the three months endedJune 30, 2021 . The Company recorded a internet lack of nil within the truthful worth of excellent contracts in addition to realized on matured contracts throughout the six months endedJune 30, 2022 , in comparison with a internet acquire of$0.2 million throughout the six monthsJune 30, 2021 . AtJune 30, 2022 , our steadiness sheet displays a spinoff instrument asset of$2.0 million and a legal responsibility of lower than$0.1 million on account of our present international change contracts. Until their respective maturity dates, these contracts will fluctuate in worth according to actions within the Canadian greenback relative to theU.S. greenback. OTHER INCOME (EXPENSES) (Dollar quantities in hundreds of U.S. {dollars}) For the Three Months Ended June 30,
For the Six Months Ended
2022 2021 2022 2021 Other revenue (expense), internet$ 2,048 $ 3,722 $ 4,955 $ 8,085 Increase over prior interval$ (1,674 ) $ (3,130 ) Increase - proportion (45 )% (39 )% Percentage of internet revenues 2 % 5 % 3 % 6 % Other Income throughout the three months endedJune 30, 2022 decreased by$1.7 million when in comparison with the three months endedJune 30, 2021 . This was pushed by increased curiosity incurred on our Second Amended 2019 Credit Facility (as outlined under) of$1.4 million with nearly all of the borrowings used to help the present build-out of the Ting Internet fiber community, and former mortgage steadiness obtained to fund the acquisition of eNom, Ascio, Cedar and Simply Bits. In addition to increased curiosity expense, the Company skilled a$0.3 million lower within the acquire on sale of Ting Customer Assets to DISH within the present interval. As described above, the Company receives a payout on the margin related to the legacy buyer base offered to DISH over the 10-year time period of the settlement, as type of consideration for the sale of the legacy buyer relationships. The Company expects the acquire on the sale of Ting Customer Assets to proceed to lower over the time period of the payout as legacy clients naturally churn away from Ting Mobile. Other Income throughout the six months endedJune 30, 2022 decreased by$3.1 million when in comparison with the six months endedJune 30, 2021 . This was partly because of increased curiosity incurred on our Second Amended 2019 Credit Facility (as outlined under) of$2.3 million with nearly all of the borrowings used to help the present build-out of the Ting Internet fiber community, and former mortgage steadiness obtained to fund the acquisition of eNom, Ascio, Cedar and Simply Bits. In addition to increased curiosity expense, the Company skilled a$0.9 million lower within the acquire on sale of Ting Customer Assets to DISH within the present interval. As described above, the Company receives a payout on the margin related to the legacy buyer base offered to DISH over the 10-year time period of the settlement, as type of consideration for the sale of the legacy buyer relationships. The Company expects the acquire on the sale of Ting Customer Assets to proceed to lower over the time period of the payout as legacy clients naturally churn away from Ting Mobile. 41
——————————————————————————–
Table of Contents INCOME TAXES (Dollar quantities in hundreds of U.S. {dollars}) For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Provision for revenue taxes $ 738 $ (119 ) $ 1,817$ 964 Increase in provision over prior interval $ 857 $ 853 Increase - proportion * * Effective tax price (31 )% (7 )% (42 )% 20 % * not significant Income tax expense for the three and 6 months endedJune 30, 2022 elevated by$0.9 million respectively when in comparison with the three and 6 months endedJune 30, 2021 . The change in efficient tax price is primarily because of a rise in valuation allowance on international tax credit score on account of a change within the geographical mixture of revenue, decreased extra tax advantages associated to stock-based compensation, and it's partially offset by the change in internet revenue earlier than tax for the interval. ADJUSTED EBITDA We imagine that the availability of this supplemental non-GAAP measure permits traders to judge the operational and monetary efficiency of our core enterprise utilizing comparable analysis measures to these utilized by administration. We use adjusted EBITDA to measure our efficiency and put together our budgets. Since adjusted EBITDA is a non-GAAP monetary efficiency measure, our calculation of adjusted EBITDA is probably not corresponding to different equally titled measures of different corporations; and shouldn't be thought-about in isolation, as an alternative choice to, or superior to measures of monetary efficiency ready in accordance with GAAP. Because adjusted EBITDA is calculated earlier than recurring money fees, together with curiosity expense and taxes, and isn't adjusted for capital expenditures or different recurring money necessities of the enterprise, it mustn't be thought-about as a liquidity measure. See the Consolidated Statements of Cash Flows included within the connected monetary statements. Non-GAAP monetary measures don't replicate a complete system of accounting and will differ from non-GAAP monetary measures with the identical or comparable captions which might be utilized by different corporations and/or analysts and will differ from interval to interval. We endeavor to compensate for these limitations by offering the related disclosure of the gadgets excluded within the calculation of adjusted EBITDA to internet revenue primarily based on GAAP, which needs to be thought-about when evaluating the Company's outcomes.Tucows strongly encourages traders to overview its monetary info in its entirety and to not depend on a single monetary measure. Our adjusted EBITDA definition excludes depreciation, amortization of intangible property, revenue tax provision, curiosity expense (internet), accretion of contingent consideration, stock-based compensation, asset impairment, good points and losses from unrealized international forex transactions and prices which might be one-time in nature and never indicative of on-going efficiency (profitability), together with acquisition and transition prices. Gains and losses from unrealized international forex transactions removes the unrealized impact of the change within the mark-to-market values on excellent international forex contracts not designated in accounting hedges, in addition to the unrealized impact from the interpretation of financial accounts denominated in non-U.S. {dollars} toU.S. {dollars}.
The following desk reconciles adjusted EBITDA to internet revenue:
Reconciliation of Adjusted EBITDA to Income earlier than Provision for Income Taxes Three Months Ended June 30, Six Months Ended June 30, (In Thousands of US Dollars) 2022 2021 2022 2021 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Adjusted EBITDA$ 11,700 $ 11,158 $ 23,012 $ 23,881 Depreciation of property and tools 6,735 4,211 12,778 7,970 Impairment and loss on disposition of property and tools 95 6 507 66 Amortization of intangible property 2,843 2,346 5,686 4,965 Interest expense, internet 2,422 1,003 4,217 1,939 Accretion of contingent consideration 50 95 148 191 Stock-based compensation 1,436 1,209 2,828 2,231 Unrealized loss (acquire) on change in truthful worth of ahead contracts - 191 - 357 Unrealized loss (acquire) on international change revaluation of international denominated financial property and liabilities 46 42 100 106 Acquisition and different costs1 460 367 1,076 1,136 Income earlier than provision for revenue taxes$ (2,387 ) $ 1,688 $ (4,328 ) $ 4,920 1Acquisition and different prices symbolize transaction-related bills, transitional bills, equivalent to redundant post-acquisition bills, primarily associated to our acquisitions, together with Simply Bits inNovember 2021 . Expenses embody severance or transitional prices related to division, operational or total firm restructuring efforts, together with geographic alignments Adjusted EBITDA elevated by$0.5 million to$11.7 million for the three months endedJune 30, 2022 when in comparison with the three months endedJune 30, 2021 . The enhance in adjusted EBITDA from period-to-period was primarily pushed by elevated contribution from our Platform Services phase because of elevated income development in MONOS Platform charges as extra DISH subscribers migrate to the platform. This is enhance was partially offset by decreased contribution from the elevated funding in our Fiber Internet Services phase for the ramp of expenditures associated to the Fiber Internet community construct and enlargement plan. This was additional decreased from Domain Services as we expertise the decreased contribution from continued normalization of area registrations and slowed renewal charges relative to patterns skilled during the last fiscal years from the COVID-19 pandemic. Adjusted EBITDA decreased by$0.9 million to$23.0 million for the six months endedJune 30, 2022 when in comparison with the six months endedJune 30, 2021 . The lower in adjusted EBITDA from period-to-period was primarily pushed by decreased contribution from the elevated funding in our Fiber Internet Services phase for the ramp of expenditures associated to the Fiber Internet community construct and enlargement plan. This was additional decreased from Domain Services as we expertise the decreased contribution from continued normalization of area registrations and slowed renewal charges relative to patterns skilled during the last fiscal years from the COVID-19 pandemic. These decreases have been partially offset by elevated contribution from our Platform Services phase because of elevated income development in MONOS platform charges as extra DISH subscribers migrate to the platform. 42
——————————————————————————–
Table of Contents
OTHER COMPREHENSIVE INCOME (LOSS)
To mitigate the impression of the change in truthful worth of our international change
contracts on our monetary outcomes, in
accounting for almost all of the contracts we have to meet our Canadian greenback
necessities on a potential foundation.
The following desk presents different complete revenue for the intervals
offered:
(Dollar quantities in hundreds ofU.S. {dollars}) For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Other complete revenue (loss) $ 121 $ (773 ) $ 1,155 $ (1,239 ) Increase over prior interval $ 894 $ 2,394 Increase - proportion (116 )% (193 )% Percentage of internet revenues 0 % (1 )% 1 % (1 )% The impression of the truthful worth changes on excellent hedged contracts for the three months endedJune 30, 2022 was a acquire in OCI earlier than reclassifications of$0.2 million as in comparison with a acquire in OCI of$0.2 million earlier than reclassifications for the three months endedJune 30, 2021 .
The internet quantity reclassified to earnings throughout the three months ended
2022
million
The impression of the truthful worth changes on excellent hedged contracts for the
six months ended
of
reclassifications for the six months ended
The internet quantity reclassified to earnings throughout the six months ended
2022
LIQUIDITY AND CAPITAL RESOURCES
As ofJune 30, 2022 , our money and money equivalents steadiness decreased by$2.6 million when in comparison withDecember 31, 2021 . Our principal makes use of of money have been$53.3 million for the continued funding in property and tools pushed by Ting Internet enlargement,$3.1 million associated to the contingent consideration associated to the acquisition of Cedar and Simply Bits,$0.3 million associated to the fee of mortgage payable prices, and$0.1 million associated to the acquisition of intangible property. These makes use of of money have been partially offset by$35.7 million proceeds acquired from the drawdown of the Second Amended 2019 Credit Facility,$17.9 million from money offered from working actions and$0.6 million from the proceeds acquired on the train of inventory choices.
Amended 2019 Credit Facility
OnJune 14, 2019 , the Company and its wholly-owned subsidiaries,Tucows.com Co. ,Ting Fiber, Inc. ,Ting Inc. ,Tucows (Delaware) Inc. andTucows (Emerald), LLC , entered into an Amended and Restated Senior Secured Credit Agreement with RBC, as administrative agent, and lenders social gathering thereto (collectively with RBC, the "Lenders") beneath which the Company has entry to an mixture of as much as$240 million in funds, which consists of$180 million assured credit score facility and a$60 million accordion facility. OnNovember 27, 2019 , the Company entered into Amending Agreement No. 1 to the Amended and Restated Senior Secured Credit Agreement (collectively with the Amended and Restated Senior Secured Credit Agreement, the "Amended 2019 Credit Facility") to amend sure outlined phrases in reference to the Cedar acquisition.
The Amended 2019 Credit Facility changed a secured Credit Agreement dated
The obligations of the Company beneath the Amended 2019 Credit Agreement are
secured by a primary precedence lien on considerably the entire private property
and property of the Company and has a four-year time period, maturing on
Second Amended 2019 Credit Facility
OnOctober 26, 2021 , the Company entered right into a Second Amended and Restated Senior Secured Credit Agreement (the "Second Amended 2019 Credit Agreement") with theLenders and Toronto-Dominion Bank (collectively the "New Lenders") to, amongst different issues, enhance the prevailing revolving credit score facility from$180 million to$240 million . The Second Amended Credit Agreement gives the Company with entry to an mixture of$240 million in dedicated funds. Under the Second Amended Credit Agreement, the Company has agreed to adjust to the following monetary covenants always, that are to be calculated on a rolling 4 quarter foundation: (i) most Total Funded Debt to Adjusted EBITDA Ratio of 4.50:1.00 tillMarch 31, 2023 and 4.00:1.00 thereafter? and (ii) minimal Interest Coverage Ratio of three.00:1.00. The Second Amended Credit Agreement additionally gives for 2 extra rate of interest tiers if the Company exceeds a 3.50x Total Funded Debt to Adjusted EBITDA Ratio.
Third Amended 2019 Credit Facility
OnAugust 8, 2022 , the Company entered into the Amended Credit Agreement with the Lenders. The Amended Credit Agreement continues to supply the Company with entry to the Credit Facility. Under the Amended Credit Agreement, and in reference to the Unit Purchase Agreement the Lenders have agreed thatTing Fiber, Inc. (transformed toTing LLC ) and its wholly owned subsidiaries shall stop to be Guarantors beneath the Credit Facility and shall robotically be launched from their respective assure and safety paperwork, together with a launch of the Lenders' safety pursuits and liens upon the property of such entities. Additionally, the Amended Credit Agreement has prolonged the maturity of the Credit Facility toJune 14, 2024 . The Company is topic to the next monetary covenants always, that are to be calculated on a rolling 4 quarter foundation: (i) most Total Funded Debt to Adjusted EBITDA Ratio of 4.00:1.00 tillSeptember 29, 2023 and three.75:1.00 thereafter; and (ii) minimal Interest Coverage Ratio of three.00:1.00. The monetary covenant calculations will exclude the monetary outcomes ofTing Fiber Inc. (transformed toTing LLC ) and its wholly owned subsidiaries. The Amended Credit Agreement added SOFR Loans as a type of advance out there beneath the Credit Facility to switch LIBOR Rate Advances, and such SOFR Loans could bear curiosity primarily based on Adjusted Daily Simple SOFR (outlined to be the relevant SOFR price revealed by theFederal Reserve Bank of New York plus 0.10% every year topic to a flooring of zero) or Adjusted Term SOFR (outlined to be the relevant SOFR price revealed byCME Group Benchmark Administration Limited plus 0.10% for one-month, 0.15% for three-months, and 0.25% for six-months every year). 43
——————————————————————————–
Table of Contents
Cash Flow from Operating Activities
Net money inflows from working actions throughout the six months endedJune 30, 2022 totaled$18.0 million , a rise of two% when in comparison with the six months endedJune 30, 2021 . Net revenue, after adjusting for non-cash fees, throughout the six months endedJune 30, 2022 was$13.3 million , a lower of 28% when in comparison with the prior yr. Net revenue included non-cash fees and recoveries of$19.4 million such as depreciation, amortization, stock-based compensation, loss (acquire) on change in truthful worth of forex ahead contracts, internet proper of use working asset or legal responsibility, accretion of contingent consideration, amortization of debt low cost and issuance prices, impairment of property and tools, loss on disposal of domains, internet amortization of contract prices, extra tax advantages on stock-based compensation, and deferred revenue taxes (restoration). In addition, adjustments in our working capital contributed internet money of$4.7 million . Utilized money of$10.9 million from the adjustments in contract property, stock, deferred prices of achievement, and accreditation charges payable have been offset by constructive contributions of$15.6 million from actions in accounts payable, revenue taxes recoverable, accrued liabilities, deferred income, pay as you go bills and deposits, accounts receivable, in addition to buyer deposits.
Cash Flow from Financing Activities
Net money inflows from financing actions throughout the six months endedJune 30, 2022 totaled$32.9 million , a rise of 71% when in comparison with the six months endedJune 30, 2021 . Total money inflows have been pushed by$35.7 million of proceeds acquired from drawdown of the Credit Facility, in addition to$0.6 million from proceeds acquired on train of inventory choices. These money inflows have been partially offset by$3.1 million associated to the contingent consideration associated to the acquisition of Cedar and Simply Bits in addition to$0.3 million associated to the fee of mortgage payable prices.
Cash Flow from Investing Activities
Investing actions throughout the six months endedJune 30, 2022 used internet money of$53.5 million , a rise of 42% when in comparison with the six months endedJune 30, 2021 . Cash outflows of$53.3 million primarily associated to the funding in property and tools, primarily to help the continued enlargement of our Ting Internet Fiber community footprints inCalifornia ,Colorado ,Idaho ,North Carolina andVirginia as we search to increase each our present community and broaden to new markets. We count on our capital expenditures on constructing and increasing our fiber community to proceed to extend throughout Fiscal 2022. In addition to funding in property and tools, the present interval used$0.1 million for the acquisition of different intangible property. Material Cash Requirements In order to proceed the Company's deliberate enlargement of the Ting Internet footprint, the Company might want to entry extra financing beneath the Unit Purchase Agreement by assembly sure predetermined operational and monetary drawdown milestones. Under the Unit Purchase Agreement, from the Transaction Close till the sooner of (i) the End Date and (ii) the date upon which Generate has bought$140 million of Series A Preferred items pursuant to Milestone Fundings,Ting LLC is required to pay Generate a standby price at a price of 0.50% of the unpaid$140 million capital dedication which shall be paid quarterly. In addition, with the intention to additional speed up the enlargement of the Ting Internet footprint, the Company could search extra financing, which can embody an fairness or debt issuance, a partnership or collaborating association with one other third social gathering. We could not have the ability to safe extra financing on favorable phrases, or in any respect, on the time after we want that funding. We at the moment don't have any commitments or agreements relating to the acquisition of different companies. Any extra financing could also be dilutive to present traders. In our 2021 Annual Report, we disclosed our materials money necessities. As ofJune 30, 2022 , apart from the gadgets talked about above, there have been no different materials adjustments to our materials money necessities exterior the unusual course of enterprise.
© Edgar Online, supply
https://www.marketscreener.com/quote/inventory/TUCOWS-INC-15378985/information/TUCOWS-INC-PA-MANAGEMENT-S-DISCUSSION-AND-ANALYSIS-OF-FINANCIAL-CONDITION-AND-RESULTS-OF-OPERATIO-41257803/