J Carlo Cannell, the activist investor who has been circling Rightside for the last year or so, was unimpressed with the company’s recent sale of eNom to Tucows.
In a letter published as a Securities and Exchange Commission filing last week, Cannell announced that he has started up a support group for fellow “concerned” investors.
In the distinctly loveless Valentine’s Day missive, Cannell called for Rightside to be acquired, go private or issue a big dividend to investors, and said he intends to campaign to have the board of directors replaced.
On the eNom sale, Cannell wrote that the $76.7 million deal “marks a step in the right direction” for the company, but that he was “not satisfied” with the price or the $4 million legal fees accrued. He wrote:
Conversations with management suggest that the Company took only two months to evaluate and close the transaction. Perhaps if they had been more patient and diligent, shareholders would have enjoyed more than the 0.5x 2016 revenues which they received in this “shotgun sale”.
This price was a fraction of Tucows’ own valuation of 2.6x 2016 estimated revenue. For the two trading sessions following the eNom transaction, NAME traded up 10% while TCX was up 32%, suggesting that investors believe it was a better deal for TCX shareholders than NAME shareholders.
The deal was described at the time by Tucows’ CEO Elliot Noss as an “individual opportunistic transaction”.
Noss later told analysts that the eNom business was floundering, “a flat, potentially even slightly negative-growth business”.
Cannell said last week he has formed Save NAME Group, named after Rightside’s ticker symbol, as a means to exert pressure on the board.
He said it is currently “difficult to justify” the company remaining publicly listed, and that the “sale of the entire company” or a “special and substantial dividend” could help appease shareholders.
He said Rightside agreed last August to let him name a new director, but has dragged its feet approving his suggestion, adding:
SNG intends to become more active and vocal in its efforts to force change at NAME. SNG has compiled a slate of qualified candidates. The names and identity of these candidates shall be disclosed periodically together with other neutral and reliable facts to support the contention of SNG that some or all of the board of NAME needs to be replaced.
Cannell, who owns about 9% of Rightside, first emerged as a critic of the company a year ago.
At that time, he called for the company to ditch its “garbage” new gTLD registries in favor of a focus on its higher-margin eNom business.
He was supported by Uniregistry CEO Frank Schilling, then also a Rightside investor in addition to a competitor.
Tucows yesterday reported an 11% increase in revenue for 2016, driven partly by an acquisition, but warned that its more recent acquisition, eNom, may be shrinking.
The company reported revenue for 2016 of $189.8 million, up from $171 million in 2015. Net income was up 41% at $16 million.
For the fourth quarter, revenue was up 9% year-on-year at $48.8 million. Net income was down 9% at $2.8 million.
In a conference call, executives linked some of the growth to the April 2016 acquisition of Melbourne IT’s reseller business, which added 1.6 million domains to Tucows’ DUM.
While Tucows also operates its Ting mobile phone service, the majority of its revenue still comes from domains and related services.
In the fourth quarter, revenue was $30 million for this segment. Of that, $23.1 million came from domains sold via its wholesale network and $3.8 million came from Hover, its retail channel.
CEO Elliot Noss noted that the acquisition of the eNom wholesale registrar business from Rightside last month made Tucows easily the second-largest registrar after GoDaddy, but made eNom sound like a neglected business.
“The eNom business is a flat, potentially even slightly negative-growth business in terms of gross margin dollars,” he told analysts.
eNom’s channel skews more towards European and North American web hosting companies, which are a growth challenge, he said. He added:
We acquired a mature retail business and associated customers which for the past few years has been more about maintaining and servicing eNom’s existing customers as opposed to growth. It has not been actively promoted and as a result has a flat to declining trajectory. It’s something we don’t intend to change in the short-term, but as we look under the hood and get a better sense of the platform as we will with all of the operations, the long-term plan might be different.
The acquisition was “overwhelmingly about generating scale and realizing cost efficiencies”, Noss said.
Tucows paid $83.5 million for eNom, which has about $155 million in annual revenue and is expected to generate about $20 million in EBITDA per year after efficiencies are realized.
Tucows is to become “the second largest registrar in the world” by acquiring eNom from Rightside, paying $83.5 million.
The deal will give Tucows another 14.5 million domains under management and 28,000 resellers, giving it a total of 29 million DUM and 40,000 resellers.
That DUM number, which appears to include ccTLDs, makes Tucows the undisputed volume leader in the reseller world and the second-largest registrar overall.
GoDaddy, the DUM leader, had about 55 million domains just in gTLDs at the last count.
Tucows CEO Elliot Noss told analysts that the deal, along with the April 2016 acquisition of Melbourne IT’s reseller business, were “individual opportunistic transactions”.
He said that Tucows will take its time integrating the two companies, but expects to realize cost savings (presumably read: job losses as duplicate administrative positions are eliminated) over 24 months.
The reseller APIs will not change, and Tucows will not migrate names over to its own existing ICANN accreditations. This could help with reseller retention.
For Rightside, the company said the spin-off will allow it to focus on vertical integration between its gTLD registry business and its consumer-facing registrar, Name.com.
Rightside had come in for a certain amount of high-profile investor criticism for its dogged focus on new gTLDs at the expense of its eNom and Name.com businesses.
Activist investor J Carlo Cannell, supported by fellow investor and Uniregistry CEO Frank Schilling, a year ago accused Rightside of putting too much emphasis on “garbage” new gTLDs instead of its more profitable registrar businesses.
Last June, it also announced plans to modernize eNom, which Cannell and others had accused of looking stale compared to its competitors.
New gTLD registry RightSide has slashed the minimum price of its so-called “Platinum” tier premium domains and dropped renewal fees for these domains down to an affordable level.
The price changes come as part of two new marketing initiatives designed to start shifting more of its 14,000-strong portfolio of super-premiums through brokers and registrar partners.
The minimum first-year price of a Platinum-tier name has been reduced immediately from $50,000 to $25,000.
In addition, these domains will no longer renew every year at the same price. Instead, RightSide has reduced renewals to a more affordable $30.
“We weren’t selling them,” RightSide senior VP of sales and premiums Matt Overman told DI. “There is not a market for $50,000-a-year domain purchases.”
Now, “we feel comfortable enough with amount money we’re going to make up-front”, Overman said.
However, premium renewals are not being abandoned entirely; non-Platinum premium names will still have their original higher annual renewal fees, he said.
RightSide has sold some Platinum names in the five and six-figure range, but the number is quite small compared to overall size of the portfolio.
But Overman said that “none of them sold with a $50,000 renewal”. The highest renewal fee negotiated to date was $5,000, he said.
Before yesterday’s announcements, RightSide’s Platinum names were available on third-party registrars with buy-it-now fees that automatically applied the premium renewal fees.
However, it seems that the vast majority if not all of these sales came via the company’s in-house registrars such as Name.com and eNom, where there was a more flexible “make an offer” button.
Under a new Platinum Edge product, RightSide hopes to bring this functionality to its registrar partners.
It has made all 14,000 affected names registry-reserved as a result, Overman said. They were previously available in the general pool of unclaimed names and available to registrars via EPP.
Each affected name now has a minimum “access fee” of $25,000 (going up to $200,000 depending on name) that registrars must pay to release it.
They’re able to either negotiate a sale with a markup they can keep, or sell at “cost” (that is, the access fee) and claim a 10% commission, Overman said.
A separate Platinum Brokerage service has also been introduced, aimed at getting more professional domain brokers involved in the sales channel.
Brokers will be able to “reserve” up to five RightSide Platinum names for a broker-exclusivity period of 60 days, during which they’re expected to try to negotiate deals with potential buyers.
While no other brokers will be able to sell those names during those 60 days, registrars will still be able to sell those reserved names.
Overman said that if a registrar sells a name during the period it is under exclusivity with a participating broker, that broker will still get a commission from RightSide regardless of whether they were involved in the sale.
“We won’t give that name to any other broker, but if it sells through a registrar they still get their 10%,” he said. The registrar also gets its 10%.
This of course is open to gaming — brokers could reserve names and just twiddle their thumbs for 60 days, hoping to get a commission for no work — but the broker program is expected to be fairly tightly managed and those exploiting the system could be kicked out.
RightSide will be making the case for the two Platinum-branded offerings at the upcoming NamesCon conference in Las Vegas, where it also expects to name its first brokerage partners.
NameCheap may have sold over a million .xyz domains, but apparently it will sell no more than that.
The registrar confirmed to DI this evening that it is no longer taking .xyz registrations. It declined to explain why.
It has also stopped selling .college and .rent domains — two other gTLDs owned by XYZ.com. Other new gTLDs are not affected.
It’s reportedly not accepting inbound transfers either, though existing domains can be renewed.
The switch-off happened at the end of last month, a NameCheap representative said.
That’s just one month after the registrar celebrated its one millionth .xyz registration, which XYZ.com commemorated with a blog post bigging up NameCheap’s user-customers.
The move is peculiar indeed. NameCheap is the third highest-volume .xyz registrar, behind West.cn and Uniregistry, responsible for about 15% of .xyz’s domains under management.
It’s also NameCheap’s biggest direct-selling gTLD by a considerable margin.
NameCheap is well-known as primarily an eNom reseller — it accounts for 28% of eNom’s domains under management and 18% of its revenue, largely from .com sales.
But with new gTLDs it has started selling domains on its own IANA ticker, meaning a direct connection to the registry and more gross profit for itself.
According to June’s registry reports, the million .xyz names accounted for roughly two thirds of NameCheap’s total DUM (not counting names sold via eNom).
The closet rival in its portfolio is .online, which provided the registrar with about 81,000 DUM.
The registrar added about 350,000 .xyz domains in June, a month in which it briefly offered them at $0.02 each.
At that time, the company reported technical issues that led to a 12-24 hour backlog of registrations to process, though its blog post announcing the problem appears to have since been deleted.
NameCheap has declined to comment on the reason for the surprise move, and XYZ did not immediately respond to a request for comment.
The fact that all of XYZ.com’s TLDs have been cut off suggests some kind of dispute between the two companies, but the fact that renewals can still be processed would suggest that NameCheap has not lost its .xyz accreditation.
More info if I get it…