Tucows Inc.

Welcome to 2COWS' second quarter 2024 management commentary. We have pre-recorded prepared remarks regarding the quarter and outlook for the company. A 2COWS-generated transcript of these remarks, with relevant links, is also available on the company's website. We will begin with opening remarks from Elliot Noss, President and CEO of 2COWS & Ting. followed by business remarks from Dave Warwick, CEO of Tukau's Demeans, Justin Riley, CEO of Wavelow, Elliot Noss on Ting, Ivan Ivanov, Tukau's new CFO, who will discuss our financial results in detail, and finish with closing remarks from Elliot Noss. In lieu of a live question and answer period following these remarks, shareholders, analysts, and prospective investors are invited to submit questions to 2Cows Management. Please submit questions via email to ir.2cows.com until Thursday, August 15th. Management will either address your questions directly or provide a recorded audio response and transcript that will be posted to the 2Cows website on Tuesday, August 27th at approximately 4 p.m. Eastern Time. We would also like to advise that the updated Two Cows Quarterly KPI Summary, which provides key metrics for all of our businesses for the last six quarters, as well as for full years 2022, 2023, and 2024 year-to-date, and also includes historical financial results, is available in the Investors section of the website. The updated TingBuild scorecard and investor presentation are also available. Now for management's prepared remarks. On Thursday, August 8th, 2Cows issued a news release reporting its financial results for the second quarter and on June 30th, 2024. That news release and the company's financial statements are available on the company's website at 2cows.com under the Investors section. Please note that the following discussion may include forward-looking statements, which are subject to risks and uncertainties that could cause actual results to differ materially. These risk factors are described in detail in the company's documents filed with the SEC, specifically the most recent reports on the Forms 10-K and 10-Q. The company urges you to read its security filings for a full description of the risk factors applicable to its business. I would now like to turn the call over to 2COWS President and Chief Executive Officer, Elliot Noss. Go ahead, Elliot.

Thanks, Monica. Starting with our consolidated results, the second quarter of 2024 saw solid year-over-year and quarter-over-quarter performance for revenue, gross margin, and adjusted EBITDA. It's the third consecutive quarter of growth of our headline metrics and reflective of our work to grow revenue efficiently and employ rigor around cost controls to support continued expansion of margin. Consolidated net revenue for the second quarter increased 5.2% year-over-year to $89.4 million, with strong revenue gains from Ting and Domains. Gross profit in Q2 grew 15.4% year-over-year to $20.8 million. The gross profit growth came from all three businesses, with Ting doing the heaviest lifting. Adjusted EBITDA for the second quarter of 2024 increased 70% year-over-year to $9.2 billion. The increase was primarily driven by Ting's reduction of its adjusted EBITDA losses and was supported by year-over-year gains from domains and wavelengths. We continue to balance investment in the businesses with paying down debt. In Q2, we further deleveraged the business with $6.5 million in payments on the syndicated debt. As many of you will have seen, Ivan Ivanov has very recently taken over from Dave Singh as 2COW's new CFO. Ivan brings highly relevant expertise, including strategic capital management and lots of exposure to Verizon's fiber business. We are pleased to have him join the executive team, and both Dave and Ivan have worked to create an extremely smooth transition. I also want to sincerely thank Dave for his impact on 2Cows over the last eight years. Under his stewardship, 2Cows has navigated significant growth and changes in our business, and I'm grateful for having him as my partner through it all. The entire 2Cows family wishes him the best in his next endeavors, and we know he will continue to cheer for us from the sidelines. Now, we'll hear from the heads of each business, as well as from Ivan in his inaugural remarks as CFO, covering our financial results in detail. The first speaker is Dave Warrick, Chief Executive Officer, 2Cows Domains. Go ahead, Dave.

Thanks, Elliot. In the second quarter, 2Cows Domains continued to reliably generate cash grow our margin, and contribute to TCAO's adjusted EBITDA. Our domains under management were up marginally year over year, and our transactions were down just under 3% from Q2 of 2023. We're pleased that our efforts to grow margin while being rigorous on cost control has generated these results, particularly given the declining domain transaction numbers for VeriSign. Revenue for domain services for Q2 was $62.4 million, up 4% from $60 million for the same quarter last year. Gross margin was $18.9 million, also up 5.2% from the same quarter last year. Domain services adjusted EBITDA was $11.2 million in the second quarter, up 6% from Q2 of last year. Looking at the results from the segments of our business and our wholesale channel, revenue for Q2 was $53 million, up 2.9% compared to $51.5 million for Q2 of last year. And gross margin was $13.6 million, down slightly from $13.7 million from Q2 of 2023. Within the wholesale channel, domain services gross margin was up 1% in Q2 compared to the same period last year, while value-added services gross margin was down 3.8%. In our retail channel, revenue for Q2 was $9.3 million, up 10.8% from $8.4 million in Q2 of last year. Retail gross margin for the second quarter was up 23.6% year over year. The outsized retail revenue and margin continue to be positively impacted by the movement of some wholesale customers to retail that I have discussed previously, and retail margins are higher than wholesale margins, both as a percentage and in dollars per transaction. Our combined overall renewal rate at 76% in Q2 across all Two Cows Domains brands remains within our historical range and above the industry average. In closing, I wanted to add that we continue to have incremental successes in our registry services business. We recently won the business with DotMusic to operate their registry backend. In addition, our Orange Domains joint venture has announced the launch of their first TLD, DotLocker, which will also operate on the 2Cows domains backend. Both new TLDs are expected to be in general availability before the end of this year. In addition, and specific to the other new services we're developing, we continue to incorporate reseller input into our product development cycle and progress towards what we believe will ultimately deliver a useful and fulsome suite of tools that facilitates adoption. Now, over to Justin Riley, CEO of Wavelow.

Thanks, Dave. Looking back to a year ago, we were just wrapping up the migration of millions of Boost subscribers to the Wavelow platform. Since then, Dish has focused on optimizing their base for higher quality subscribers and managing the churn that's all too common in these prepaid businesses. Just recently, Boost launched a new unified brand with nationwide 5G coverage that blurs the line between prepaid and postpaid. A nod to our history with Ting Mobile that is a welcome departure from the industry standard. The configurability and flexibility of Wavelow's platform enabled them to deliver this in record time, instead allowing them to focus on customer delight, not technical implementations. Wavelow's revenues were $10.5 million in Q2, up 11.8% from Q1, and down 2.3% from Q2 2023. The small decrease in revenue year-over-year was driven by less one-time professional services work in the current year as we continue to transition towards recurring platform revenues. As we've previously noted, we experience outsized revenue recognition annually in Q2 related to the bundled professional services included as part of the platform services provided to DISH. Adjusting for this, revenues were relatively stable compared to Q1, with a small 1% reduction as DISH focused on higher-value subscribers. Gross margin was $10.2 million, up 12.4% quarter-over-quarter and up 1.1% year-over-year. A lift consistent with the discussion on revenues as we recognize the bundled professional services provided to DISH and transition our revenue mix more and more to higher margin platform services. Adjusted EBITDA for Q2 was $3.9 million, up 40.3% from last quarter and up 14.1% year over year. As we head into a more steady state with DISH, we are pleased with their ability to right-size their base, position boost for growth, and move from defense to offense in their marketing and product strategies. On adjusted EBITDA, we continue to thoughtfully manage investment with a focus on margin performance and growth-related hiring. The latter we expect to ramp in the second half of the year as our go-to-market team comes into sharper relief. Last month, we launched Product Catalog to allow operators flexibility and choice as they navigate the competitive pressures of this current landscape. As a go-to-market tool, Product Catalog allows prospects to choose Wavelow without needing to re-platform their entire BSS suite. As more CIOs move towards a best-of-breed strategy, core componentry like product catalog become important building blocks of their digital transformation. This gives us means of building an initial relationship with room to expand from there as the relationship blossoms. From day one, our strategy has been to provide modular software solutions that meet customers where they are, and as the cloud transformation in telecom takes shape, this will be all the more important to onboarding new telecoms onto the Wavelow platform. Our teams have spent much of the quarter onboarding the new logos that closed in Q1, and those efforts are going well. I'll remind investors that these are small ISPs, and while the revenues are not material, the go-to-market and delivery muscles being built are fundamental to Wavelow's ability to scale beyond our anchor customers. I am pleased to see our early marketing efforts starting to bear fruit as the number of inbound leads and RFPs are increasing quarter over quarter, in tandem. Our sales team is refocusing its efforts upmarket on larger MVNOs, MNOs, and ISPs. While this naturally means sales cycles elongate, it more strategically positions the business for longer-term, profitable growth. And, as I've said before, the larger telecoms are the ones who can most benefit from what Wavelow has to offer. As we've discussed before, we are well into an era of telecom colored by consolidation, convergence, and evolving customer expectations. Many of the systems in use today were built for the express purpose of managing either fixed or mobile billing and provisioning during a more simple landscape of competition. We've constructed Wavelow to meet the needs that operators have now, not yesterday, and to run out in front of their needs tomorrow. I've never been more excited to be doing this work at this time and with this tremendous market opportunity ahead of us. Thanks for listening. And now over to Elliot.

Thanks, Justin. In Q2, Ting added 2,100 net new subscribers, growing 10.5% year over year and taking us to over 48,000 subscribers in total. We also had a 17.4% year-over-year growth of completed serviceable addresses in Q2, taking us to 128,300 serviceable addresses for Ting-owned infrastructure. Our partner markets are continuing to ramp up their builds with 72% growth on addresses for Q2 year-over-year. This brings us to 164,500 total serviceable addresses across all Ting footprints. Revenue for Q2 grew 17.4% year-over-year to 14.6 million, and gross margin grew 39% year-over-year to 9.8 million, as we see margins expanding as expected. Most notably, Ting's adjusted EBITDA loss was reduced to 6.4 million for Q2, down by nearly 4 million year-over-year. And while this pace of change may not continue, we do expect this trend to continue. It's primarily a result of a full quarter of recognition for the reductions in headcount and seeing marketing spend return to more normalized levels. As I mentioned last quarter, my focus is to continue moving the business forward on the path to profitability. We will continue to invest prudently to expand our footprint and our market share. We will continue to be disciplined on cost controls, construction economics, and improving our margins. And at the same time, working to maintain Ting's renowned customer experience and low churn rates, all while resolving the long-term capitalization of the business. Our second quarter fiber capex is reduced from Q1 of 2024 at just over $12 million for Q2 and continues to be lower than our spends a year ago. This is not only us being more judicious on capital deployment, but it also reflects that while newer markets are in active construction, others such as Culver City, Sandpoint, and parts of the Raleigh and Denver regions are now mostly built, with opportunistic construction happening when new MDUs or neighborhoods are added. Alexandria is resuming construction after a short hiatus, where we worked with the city to get consensus on the right approaches as it relates to construction specifics, traffic management, and planning practices in a historic and densely populated city. While we have nothing specific to share on the further capitalization of Ting, there were a number of important industry events. We continue to see financial markets' sustained interest in securitization instruments for fiber deployment. Since Ting did our $239 million securitization in May of 2023, we've seen similar successful structured financings for Ziply, Frontier, and Allo, among others, all well-priced. This reinforces our view that the market recognizes the inevitability and long-term profitability of the U.S. coax to fiber transition, and they view the ABS product as a low-risk instrument to participate. The other trend that Ting was early to embrace that we're now seeing in headlines is partnerships between infrastructure owners and service providers. Back in April, we heard about a joint venture between T-Mobile and EQT to acquire fiber provider Lumos. In the last month, we've seen joint venture discussions between Stonepeak and Frontier and a joint venture between T-Mobile and KKR to acquire Metronet, the first fiber provider to do an ABS transaction. This aligns with our view on both partnerships bringing together the operational structure of established fiber providers with the financial heft to capitalize on the coax to fiber transition. And the T-Mobile transactions also reinforce the inevitability of convergence of fixed and mobile services and the need for a platform like Waveload that seamlessly integrates the two. Now we'll hear from our new 2COWS CFO, Ivan Ivanov, who will discuss our financial results in detail.

Thank you, Elliot. Starting with revenue, total revenue for the second quarter of 2024 increased 5.2% to $89.4 million compared to $85 million for the second quarter of 2023. With respect to each business, Inc. grew revenue 17% year-over-year, increasing to $14.6 million from $12.4 million in the same quarter last year. Web loss revenues decreased 2% to $10.5 million, reflecting a reduction in professional services fees as the business transitioned to a primarily subscriber revenue basis. To Kyle's domains, revenue was up 4%, increasing to $62.4 million from $60 million the prior year. Corporate revenue was up 6.4% to 2 million in Q2 2024 versus 1.9 million last year. Gross profit before network costs for the second quarter increased 11.3% year-over-year to 38.1 million from 34.2 million in Q2 2023. At an efficiency level, gross profit before network costs increased to 43% compared to 40% in the prior year. Breaking down gross margin by business, to chaos domains, gross margin increased 5.2% to $18.9 million from $17.9 million in Q2 2023. As a percentage of revenue, gross margin for two CALS domains remained unchanged the other year at 30%. WaveLaw's gross margin increased modestly to $10.2 million this quarter from $10 million in Q2 2023. As a percentage of revenue, gross margin for WaveLaw was 97% up from 93% in the prior year. The increased margin reflects efficiency from the fully migrated DISH subscriber base. Think gross margin for Q2 increased 39.2% year-over-year to $9.8 million from $7.1 million for the same period last year. As a percentage of revenue, gross margin for Tink was 67% in the second quarter of 2024, up from 57% in Q2 of last year. Network expenses for Q2 were $17.3 million, up from $16.2 million for the same period last year, largely reflecting higher depreciation of our expanding fiber network assets. Total operating expenses decreased 5.5% to $29.4 million from $31.1 million in Q2 2023. The decrease is primarily the result of $1.4 million in fully amortized intangible assets from the in-own brand and customer relationships. a $1.3 million reduction in sales and marketing costs, primarily from more efficient marketing spend, and a $0.3 million reduction in stock-based compensation. The overall operating expense reduction was partially offset by increased costs from contract and professional services. professional fees, and foreign exchange-related expenses. As a percentage of revenue, operating expenses improved to 33% compared to 37% for the same period last year, largely as a result of portfolio-wide cost management initiatives. We reported a net loss for the second quarter of 2024 of $18.6 million or a loss of $1.70 per share compared with a net loss of $30.8 million or $2.86 per share for the second quarter of 2023. The decreased loss is primarily the result of continued OPEX reductions, lower income taxes, and a one-time debt extinguishment cost in the prior year. The decreased net loss was partially offset by increased interest expense and network depreciation resulting from our expanding Fiverr network. Adjusted EBITDA for Q2 was $9.2 million, up 70% from $5.4 million for Q2 2023, primarily driven by reduced operating loss from Tink and year-over-year increases from domains on WaveLow. The total breakdown amongst our three business units is as follows. Adjusted EBITDA for two chaos domains was $11.2 million, up 6% from Q2 of last year. Adjusted EBITDA for Weblow was $3.9 million, up 14% from $3.4 million in Q2 of last year. Adjusted EBITDA for TINC was negative 6.4 million compared with negative 10.3 million in Q2 2023 following a reduction in workforce in Q1 of this year. And finally, the corporate category had adjusted EBITDA of 0.5 million this quarter down from 1.7 million in Q2 of last year. The decrease is primarily driven by lower contribution from the legacy mobile base. Turning to our balance sheet, cash and cash equivalents at the end of Q2 2024 were $39.3 million compared with $66.6 million at the end of the first quarter of 2024 and $147.9 million at the end of the second quarter of 2023. In addition to the $39.3 million, we have $12.9 million classified as restricted cash as part of the ABS transaction in 2023. As a reminder, of the $12.9 million of restricted cash, $8.9 million will sit in a trust account for the duration of the ABS notes. The remaining $4 million reflects the cash collections from the securitized assets and it is distributed monthly as interest to the not holders and fees to third parties with the remaining funds coming back to TINC. I will also note that we generated $0.7 million in interest income this quarter. During the quarter, we had negative $4.7 million in cash from operations, compared with negative $6.8 million in Q2 of last year, with improvement primarily as a result of a lower operating loss from TINC in Q2 2024, and a one-time debt extinguishment in Q2 of last year used to reduce the generated preferred shares obligation. We invested $16 million in property and equipment, primarily for the continued build-out of the ThinkFiber network, in addition to continued investment in the WaveLock platform. Note that this number reflects the actual cash paid for capital assets in the quarter on our cash flow statement and includes capitalized cash interest. As of June 30, 2024, our syndicated loan balance for covenant calculation purposes was a net $192.6 million. when factoring in letters of credit and cash on hand of up to $7.1 million, which resulted in a leverage ratio of 3.17 times. This is the fifth consecutive quarter we have reduced the leverage ratio. We repaid a net $6.5 million on the balance of the loan this quarter and expect quality repayments to continue. Finally, deferred revenue at the end of Q2 was $156 million, up slightly from $155 million for the first quarter of 2024, and also up from $151 million for the second quarter of 2023. That concludes my remarks, and now I'll turn it back to Elliot.

Thanks, Ivan. For the last few quarters, I've been talking about my strongly held belief that public markets in the summer of 2024 can only sustain two kinds of companies. There are those that are story or concept stocks, where the goal is to sell to the next person to hear and believe the story. The obvious example is NVIDIA. And there are companies that are capital light and generate a lot of free cash flow. And note, I do not say EBITDA, but truly free cash flow. In fiber, I talked last quarter about the T-Mobile EQT deal, among others. This quarter, I mentioned additional data points confirming our views. The numerous additional ABS financings announced, all with lots of demand and all with narrowing spreads. This demonstrates that there is still loads of capital looking for a home and that holders want to deploy as much capital as possible with as little risk as possible. And as I mentioned, the biggest deal yet in the space with T-Mobile buying a stake in Metronet. We see T-Mobile now partner with KKR in addition to their existing EQT deal. We see a financial sponsor again keeping their dollars at work on the network side while letting T-Mobile take all the ISP risk. We are seeing the continued financialization of fiber to the home as an asset class. Since 2017, we'd been talking about how eventually fiber networks will be financialized in the same way that towers were. The financialization of towers started with the AT&T spinoff that became Crown Castle at the turn of the century. Towers now trade at incredibly high multiples. Who better than AT&T to kick off the financialization of fiber networks with their gigapower deal? So where are we? For years, we've been talking about each fiber footprint as having three components, capital, construction, and ISP. With the deals we have seen and will continue to see, we see the financialization of the output of capital and construction, the networks themselves. This leaves the ISP. So what happens to the ISP when you untether the other two pieces? Well, it is generally a capital light cash generative business, but it is an operating business that is of little interest to traditional pools of long-term infrastructure capital. They strongly prefer less risk and more structured returns. In terms of the long-term resolution of the Ting business, I have nothing formal to share this quarter, but this remains the top priority. Whatever path we choose to take, it will be greatly informed by this financial backdrop. When it comes to TCX and the broader market, last quarter, I talked about the Berkshire Hathaway annual meeting and the fact that Apple was now their largest holding. This quarter, They announced they had cut their stake in Apple in half. They are seeing what we are seeing. There is now massive concentration in the market with a small number of the largest stocks accounting for a greater and greater share of the total market capitalization. These are now stories no longer trading on free cash flow. When we look at the cumulative net income of the past three years of Microsoft, Amazon, Meta, and Alphabet, it was an amazing $570 billion. But they spent a combined $418 billion of that on CapEx alone. They traded massive multiples of net income. But when we look at free cash flow, it looks like a bubble. We expect this is what Warren Buffett saw. It feels like we now need to invoke Stein's law. If something cannot go on forever, it will stop. How public companies that consist of capital light, free cash generated businesses behave and how they trade in the future is not clear. It is unlikely to be dividends or buybacks in the way they have been used in the last 10 years or so. We know we think that returning capital to shareholders has always been the right approach. And it's clearly the one that addresses the structure of capital markets in 2024. And with that, I look forward to your written questions and exploring areas that interest you in greater detail. Again, please send your questions to ir2cows.com by August 15th and look for our recorded Q&A audio response and transcript to this call to be posted to the 2Cows website on Tuesday, August 27th at approximately 4 p.m. Eastern Time. Thank you.