-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QBrMEqI3Z7xHhd/dOnikyZ8J/dRO62ADF65FIWikDUb8ZaH7/OerDSNcB/jTDvfw gIiR0vOF7p7K3uG674ISrA== 0001104659-03-008444.txt : 20030507 0001104659-03-008444.hdr.sgml : 20030507 20030507164438 ACCESSION NUMBER: 0001104659-03-008444 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030507 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUCOWS INC /PA/ CENTRAL INDEX KEY: 0000909494 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 232707366 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28284 FILM NUMBER: 03686603 BUSINESS ADDRESS: STREET 1: 96 MOWAT AVENUE CITY: TORONTO STATE: A6 ZIP: M6K 3M1 BUSINESS PHONE: 4165350123 MAIL ADDRESS: STREET 1: 96 MOWAT AVENUE CITY: TORONTO STATE: A6 ZIP: M6K 3M1 FORMER COMPANY: FORMER CONFORMED NAME: INFONAUTICS INC DATE OF NAME CHANGE: 19960426 FORMER COMPANY: FORMER CONFORMED NAME: INFONAUTICS CORP DATE OF NAME CHANGE: 19960315 8-K 1 j0443_8k.htm 8-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):      May 7, 2003

 

TUCOWS INC.

(Exact Name of Registrant as Specified in Charter)

 

Pennsylvania

 

0-28284

 

23-2707366

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

96 Mowat Avenue, Toronto, Ontario, Canada

 

M6K 3M1

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code:    (416) 535-0123

 

 



 

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

 

(a)   Not Applicable.

 

(b)   Not Applicable.

 

(c)   Exhibits.

 

99.1         Press Release of Tucows Inc., dated May 7, 2003.

 

Item 9.    Regulation FD Disclosure.

 

The following information and exhibit is being furnished under “Item 12. Results of Operations and Financial Condition.”

 

On May 7, 2003, Tucows Inc. issued a press release announcing its first quarter 2003 financial results. The press release is being filed with this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated herein by reference.

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

TUCOWS INC.

 

 

 

 

Date:  May 7, 2003

By:

/s/ Elliot Noss

 

 

Elliot Noss

 

President and Chief Executive Officer

 

3



 

EXHIBIT INDEX

 

 

Exhibit No.

 

Exhibit

 

 

 

99.1

 

Press Release of Tucows Inc., dated May 7, 2003

 

4


EX-99.1 3 j0443_ex99d1.htm EX-99.1

Exhibit 99.1

 

TUCOWS REPORTS CONTINUED STRONG FINANCIAL PERFORMANCE FOR FIRST
QUARTER FISCAL 2003

 

Company reports sixth consecutive quarter of positive cash flow from operations and third
consecutive quarter of profitability —

 

Summary Financial Results
Tucows Inc.
(Numbers in Thousands, Except Per Share Data)

 

 

 

Three months ended
March 31, 2003

 

Three months ended
March 31, 2002

 

Net Revenue

 

$

8,997

 

$

9,927

*

Income (Loss) from Operations

 

618

 

(1,163

)

Net Income

 

880

 

766

 

Net Income/Share

 

0.01

 

0.01

 

Cash Flow from Operations

 

710

 

706

 

 


* Includes $1.6 million in revenue from products and services that were disposed of during fiscal 2002

 

TORONTO, CANADA, May 7, 2003 – Tucows Inc. (OTCBB: TCOW), a leading provider of outsourced Internet services to ISPs and web hosting companies worldwide, today reported its results for the first quarter of fiscal 2003 ended March 31, 2003. The quarter was highlighted by:

                  net revenue of $9.0 million;

                  record income from operations of $618,000;

                  record deferred revenue of $25.8 million;

                  positive cash flow from operations of $710,000;

                  net income of $880,000; and

                  a record number of domain name transactions.

 

“The first quarter of fiscal 2003 marked the continuation of the strong operational and financial performance that we achieved throughout 2002, despite a challenging market environment where the demand for new names essentially remained flat and competition remained intense,” said Elliot Noss, president and chief executive officer, Tucows Inc. “Through efficient management of our operations and financial discipline, we achieved our sixth consecutive quarter of positive cash flow from operations and third consecutive quarter of profitability, further strengthening the financial foundation upon which we will continue to grow the Company.”

 

For the first quarter of fiscal 2003, net revenue was $9.0 million compared to $8.3 million for the first quarter of fiscal 2002 (excluding $1.6 million in revenue from products and services that were disposed of during fiscal 2002).

 

Net income for the quarter was $880,000, or $0.01 per share, compared to $766,000, or $0.01 per share, for the first quarter of fiscal 2002.  Net income for the current quarter included a gain of $547,000 resulting from the change in fair value of forward contracts and a gain of $236,000 associated with the disposal of the Company’s registry management services business in March 2002.  Net income for the same quarter of last year included a gain of $2.0 million realized on the sale of the registry management services business.

 

Deferred revenue at March 31, 2003, was $25.8 million, an increase of 12% from $22.9 million at March 31, 2002, and an increase of 6% from $24.4 million at December 31, 2002.  Deferred revenue at March 31, 2002, included deferred revenue of $2.1 million from products

 



 

and services that were disposed of during fiscal 2002.

 

Cash and restricted cash at the end of the first quarter of fiscal 2003 increased to $10.3 million from $9.8 million at the end of the fourth quarter of fiscal 2002. The increase is primarily the result of positive cash flow from operations for the quarter of $710,000 and the gain on the disposal of the registry management services business of $236,000.

 

Domain names registered, renewed and transferred-in for the first quarter of fiscal 2003 totaled approximately 772,000, a record number of direct transactions in a single quarter. Total active domain names under management at the end of the first quarter of fiscal 2003 increased by approximately 88,000 to 3.5 million.

 

Conference Call

 

Tucows will host a conference call on Wednesday, May 7, 2003, at 5:00 p.m. (ET) to discuss its first quarter fiscal 2003 results. Participants can access the conference call via the Internet at www.tucows.com by clicking on “About Tucows” and then on “Investor Relations.”

 

For those unable to participate in the conference call at the scheduled time, it will be archived for replay both by telephone and via the Internet beginning approximately one hour following completion of the call. To access the archived conference call by telephone, dial 416-695-5800 or 1-800-408-3053 and enter the pass code 1407324. The telephone replay will be available until Wednesday, May 14, 2003, at midnight. To access the archived conference call via the Internet, go to www.tucows.com and click on “About Tucows” and then on “Investor Relations.”

 

About Tucows

 

Tucows Inc. is a leading provider of outsourced Internet services to ISPs and web hosting companies worldwide. An ICANN-accredited registrar, Tucows provides domain name registration services for generic and country code top-level domains (TLDs), plus digital certificates and email services. Tucows also distributes software and other digital content through its integrated network of affiliates and offers more than 30,000 software titles in libraries located around the world. For more information, please visit: http://www.tucows.com.

 

Contact:

Joanna Becket

Investor Relations

Tucows Inc.

416-538-5442

ir@tucows.com

 

This news release contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements regarding the continued growth and success of Tucows’ business, the ability to further develop and achieve commercial success for the company’s business strategy and the deployment of the company’s resources. Such statements are based on management’s current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. More information about potential factors that could affect Tucows is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements included in this document are based on information available to Tucows as of the date of this document, and Tucows assumes no obligation to update such forward-looking statements.

 

TUCOWS is a registered trademark of Tucows Inc. or its subsidiaries. All other trademarks and service marks are the properties of their respective owners.

 

2



 

Tucows Inc.

Consolidated Balance Sheets

(Dollar amounts in U.S. dollars)

 

 

 

March 31,
2003

 

December 31,
2002

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

9,546,932

 

$

8,844,829

 

Restricted cash  (note 1)

 

712,500

 

937,500

 

Accounts receivable

 

266,323

 

338,697

 

Prepaid expenses and deposits

 

2,243,506

 

1,951,086

 

Prepaid domain name registry fees, current portion

 

11,597,474

 

11,145,187

 

Total current assets

 

24,366,735

 

23,217,299

 

 

 

 

 

 

 

Prepaid domain name registry fees, long-term portion

 

4,207,477

 

3,700,340

 

Property and equipment

 

1,614,553

 

1,581,321

 

Investments

 

353,737

 

353,737

 

  Total assets

 

$

30,542,502

 

$

28,852,697

 

 

 

 

 

 

 

Liabilities and Stockholders’ Deficiency

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

1,404,207

 

$

1,605,630

 

Accrued liabilities

 

1,845,351

 

2,288,412

 

Customer deposits

 

1,955,843

 

1,957,657

 

Deferred revenue, current portion

 

19,111,915

 

18,431,100

 

Total current liabilities

 

24,317,316

 

24,282,799

 

 

 

 

 

 

 

Deferred revenue, long-term portion

 

6,664,804

 

5,929,917

 

 

 

 

 

 

 

Stockholders’ deficiency:

 

 

 

 

 

Preferred stock - no par value, 1,250,000 shares authorized; none issued and outstanding

 

 

 

Common stock - no par value, 250,000,000 shares authorized; 64,626,429 shares issued and outstanding as of March 31, 2003 and December 31, 2002

 

8,540,687

 

8,540,687

 

Additional paid-in capital

 

49,992,129

 

49,992,129

 

Deferred stock-based compensation

 

(143,179

)

(183,297

)

Deficit

 

(58,829,255

)

(59,709,538

)

Total stockholders’ deficiency

 

(439,618

)

(1,360,019

)

Total liabilities and stockholders’ deficiency

 

$

30,542,502

 

$

28,852,697

 

 

Note 1:

The Company has entered into a series of forward exchange contracts, whereby an amount of U.S.$375,000 is converted into Canadian dollars on a semi-monthly basis from June 2002 until the end of December 2003.  As margin security against these Contracts, the Company placed $1,196,000 into secured term deposits, which mature on a monthly basis in line with the Contracts. The outstanding margin security in the amount of $712,500 is reflected as restricted cash on the balance sheet.

 

3



 

Tucows Inc.

Consolidated Statements of Operations

(Dollar amounts in U.S. dollars)

(unaudited)

 

 

 

 

Three months ended
March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Net revenues

 

$

8,996,914

 

$

9,926,533

 

Cost of revenues

 

5,576,643

 

6,594,525

 

Gross profit

 

3,420,271

 

3,332,008

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Sales and marketing (*)

 

912,336

 

1,104,856

 

Technical operations and development

 

831,769

 

1,058,929

 

General and administrative (*)

 

1,169,850

 

1,034,832

 

Depreciation of property and equipment

 

434,965

 

1,130,098

 

Amortization of intangible assets

 

 

166,666

 

Gain on change in fair value of forward contracts

 

(546,870

)

 

Total operating expenses

 

2,802,050

 

4,495,381

 

 

 

 

 

 

 

Income (loss) from operations

 

618,221

 

(1,163,373

)

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

Interest income, net

 

26,449

 

17,846

 

Gain on disposal of Liberty Registry Management Services Inc.

 

235,613

 

1,955,443

 

Loss on disposal of Eklektix Inc.

 

 

(44,304

)

Total other income (expenses)

 

262,062

 

1,928,985

 

 

 

 

 

 

 

Income  before provision for income taxes

 

880,283

 

765,612

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

Net income for the period

 

$

880,283

 

$

765,612

 

 

 

 

 

 

 

Basic and diluted earnings per share

 

$

0.01

 

$

0.01

 

 

 

 

 

 

 

Shares used in computing basic and diluted earnings per common share

 

64,626,429

 

64,626,429

 


(*) Stock-based compensation has been included in operating expenses as follows:

 

 

 

 

 

Sales and marketing

 

$

27,105

 

$

27,105

 

General and administrative

 

$

13,013

 

$

13,013

 

 

4



 

Tucows Inc.

Consolidated Statements of Cash Flows

(Dollar amounts in U.S. dollars)

(unaudited)

 

 

 

Three months ended
March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Cash provided by (used in):

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net income for the period

 

$

880,283

 

$

765,612

 

Items not involving cash:

 

 

 

 

 

Depreciation of property and equipment

 

434,965

 

1,130,098

 

Amortization of intangible assets

 

 

166,666

 

Gain on change in the fair value of forward contracts

 

(546,870

)

 

Stock-based compensation

 

40,118

 

40,118

 

Gain on disposal of Liberty Registry Management Services Inc.

 

(235,613

)

(1,955,443

)

Loss on write-off of Eklektix Inc.

 

 

44,304

 

Change in non-cash operating working capital:

 

 

 

 

 

Accounts receivable

 

72,374

 

207,834

 

Prepaid expenses and deposits

 

(5,839

)

28,650

 

Prepaid domain name registry fees

 

(959,424

)

(904,364

)

Accounts payable

 

(201,423

)

(44,498

)

Accrued liabilities

 

(182,772

)

(344,506

)

Customer deposits

 

(1,814

)

73,196

 

Deferred revenue

 

1,415,702

 

1,498,445

 

 

 

 

 

 

 

Cash provided by operating activities

 

709,687

 

706,112

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Repayments of obligations under capital leases

 

 

(19,776

)

 

 

 

 

 

 

Cash used in financing activities

 

 

(19,776

)

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Additions to property and equipment

 

(468,197

)

(205,374

)

Decrease in restricted cash - being margin security against forward exchange contracts

 

225,000

 

 

Proceeds on disposal of Liberty Registry Management Services Inc., net of cash disposed

 

235,613

 

938,889

 

Proceeds on disposal of Eklektix Inc., net of cash disposed

 

 

(30,628

)

 

 

 

 

 

 

Cash (used in) provided by investing activities

 

(7,584

)

702,887

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

702,103

 

1,389,223

 

Cash and cash equivalents, beginning of period

 

8,844,829

 

4,814,189

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

9,546,932

 

$

6,203,412

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

Interest paid

 

$

172

 

$

4,498

 

 

5


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