Tucows 2014 Annual Report Download - page 106

Subsequent events
(a) On January 8, 2015, we announced the successful conclusion of a modified “Dutch auction tender
offer” that was previously announced on December 8, 2014. Under the terms of the offer, we repurchased an
aggregate of 193,907 shares of our common stock at a purchase price of $18.50 per share, for a total of $3,587,280,
excluding transaction costs of approximately $60,000. The purchase price and all transaction costs were funded
from available cash. All shares purchased in the tender offer received the same price and all shares repurchased
were immediately retired. As a result of the completion of the tender offer, as of January 7, 2015, we had
11,135,825 shares issued and outstanding.
(b) In January 2015, we borrowed $3.5 million under our Amended Credit Facility in order to fund
the acquisition of a controlling ownership in Ting Virginia, LLC. This borrowing is subject to the terms and
conditions described in note 8 to the Consolidated Financial Statements. See item (d) below.
(c) On February 11, 2015, we announced that our Board of Directors had approved a stock buyback
program to repurchase up to $20 million of our common stock in the open market and privately negotiated
transactions. Purchases will be made exclusively through the facilities of the NASDAQ Capital Market. The stock
buyback program commenced on February 16, 2015 and will terminate on or before February 15, 2016. As of March
6, 2015, we have spent a total of $2.0 million to repurchase 108,605 shares under this stock buyback program,
and therefore, the remaining repurchase authorization is $18.0 million. All shares purchased by us under the stock
buyback program will be retired and returned to treasury.
(d) On February 24, 2015, Ting Fiber, Inc., one of our wholly owned subsidiaries, acquired a
controlling ownership interest in the newly formed Ting Virginia, LLC and its acquired subsidiaries, Blue Ridge
Websoft, LLC (doing business as Blue Ridge InternetWorks), Fiber Roads, LLC and Navigator Network Services,
LLC (the BRI Group) for a consideration of approximately $3.6 million. Ting Virginia, LLC is an independent
Internet service provider in Charlottesville, Virginia, doing business primarily as Blue Ridge InternetWorks. The BRI
Group provides high speed internet access, Internet hosting and network consulting services to over 3,000 customers
in central Virginia. We will satisfy the purchase price through an advance under our 2012 DLR Loan facility.
(e) In February 2015, we waived our rights under the proposed joint venture to operate the .online
registry and instead entered into a Joint Marketing agreement with our venture partners under which our original
capital contributions have been returned and a set of go-forward marketing arrangements have been created instead.
These marketing arrangements have resulted in a positive financial contribution for us, which will be recognized
once all the terms of the contract have been satisfied, commencing in the three months ending March 31, 2015.
Off Balance Sheet Arrangements and Contractual Obligations
We do not have any transactions with unconsolidated entities, such as entities often referred to as structured
finance or special purpose entities, whereby we have financial guarantees, subordinated retained interests, derivative
instruments, or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any
other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk, or
credit risk support to us.
Contractual Obligations
For the purpose of this table, contractual obligations for purchases of goods or services are defined as agreements
that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to
be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The expected
timing of payment of the obligations discussed below is estimated based on information available to us as of
December 31, 2014. Timing of payments and actual amounts paid may be different depending on the time of receipt of
goods or services or changes to agreed-upon amounts for some obligations. The following table summarizes our
contractual obligations at December 31, 2014:
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