-----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, CAUUgOqEsQfqnmtGrgWJc7LQnLMCzd7UDGRAjOLhI4Dza/aVEQJbQ90Zu9NSohlv pXEZNcogP7t/aJqqlZYvKw== 0001104659-03-017252.txt : 20030808 0001104659-03-017252.hdr.sgml : 20030808 20030808162122 ACCESSION NUMBER: 0001104659-03-017252 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030806 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030808 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: 03832117 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 a03-2310_28k.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):  August 6, 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 August 6, 2003.

 

Item 12.                                                    Results of Operations and Financial Condition.

 

On August 6, 2003, Tucows Inc., a Pennsylvania corporation (the “Company”), issued a press release reporting its financial results for the quarter ended June 30, 2003.  A copy of such press release is filed herewith as Exhibit 99.1.

 

The information in this report and the exhibit is furnished to, and not filed with, the Securities and Exchange Commission and shall not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein 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:  August 8, 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 August 6, 2003

 

4


EX-99.1 3 a03-2310_2ex991.htm EX-99.1

Exhibit 99.1

 

TUCOWS REPORTS CONTINUED STRONG FINANCIAL PERFORMANCE FOR SECOND QUARTER FISCAL 2003

 

Company reports seventh consecutive quarter of positive cash flow from operations and fourth consecutive quarter of profitability —

 

TORONTO, CANADA, August 6, 2003 —

 

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

 

 

 

Three months ended
June 30, 2003

 

Three months ended
June 30, 2002

 

Six months ended
June 30, 2003

 

Six months ended
June 30, 2002

 

Net Revenue

 

$

9,167

 

$

9,480

* 

$

18,164

 

$

19,407

**

Net Income (Loss)

 

578

 

(881

)

1,458

 

(115

)

Net Income (Loss)/Share

 

0.01

 

(0.01

)

0.02

 

0.00

 

Cash Flow from Operations

 

800

 

1,132

 

1,510

 

1,838

 

 


*Includes $970,400 in revenue from products and services that were disposed of during fiscal 2002.

**Includes $2.5 million in revenue from products and services that were disposed of during fiscal 2002.

 

Tucows Inc. (OTCBB: TCOW), a leading provider of outsourced Internet services to ISPs and web hosting companies worldwide, today reported its results for the second quarter of fiscal 2003 ended June 30, 2003. The quarter was highlighted by:

                  Net revenue of $9.2 million;

                  Record deferred revenue of $26.6 million;

                  Positive cash flow from operations of $800,000; and

                  Net income of $578,000.

 

“Despite continuing aggressive pricing in the domain name registration market, Tucows continued to post strong operational and financial performance, achieving record deferred revenue, our seventh consecutive quarter of positive cash flow from operations and our fourth consecutive quarter of profitability,” said Elliot Noss, president and chief executive officer, Tucows Inc.

 

For the second quarter of fiscal 2003, net revenue was $9.2 million compared to $9.5 million for the second quarter of fiscal 2002.  Excluding $970,000 in revenue from services that were disposed of following the end of the second quarter last year, net revenue increased 7.7% from $8.5 million.

 

Net income for the quarter was $578,000, or $0.01 per share, compared to a net loss of $881,000, or $0.01 per share, for the second quarter of fiscal 2002.  Net income for the current quarter included a gain of $337,000 resulting from the change in fair value of forward contracts and a gain of $636,000 on the disposal of the Company’s registry management services business in March 2002.  These gains were partially offset by $566,000 in expenses for professional fees and costs related to the evaluation of strategic alternatives. The company has concluded not to proceed with these alternatives. Net income for the same quarter of last year included a writedown of the Company’s investment in bigchalk.com of $1.0 million.

 

Deferred revenue at June 30, 2003, was $26.6 million, an increase of 9% from $24.4 million at June 30, 2002 (which included deferred revenue of $899,000 from services that were disposed of following the end of the second quarter of fiscal 2002), and an increase of 3.3% from $25.8 million at March 31, 2003.

 

Cash and restricted cash at the end of the second quarter increased to $11.5 million from $10.3 million at the end of the first quarter of fiscal 2003. The increase is primarily the result of positive cash flow from

 



 

operations for the quarter of $800,000 and the gain on the disposal of the registry management services business of $636,000.

 

Domain names registered, renewed and transferred-in for the second quarter totaled approximately 764,300. Total active domain names under management at the end of the second quarter was 3.5 million.

 

“We continue to generate strong cash flow and are confident in our ability to leverage our business model to deliver a broad range of Internet services and drive significant growth over the long term,” said Mr. Noss.  “In the short term, however, we expect growth to be somewhat muted as economic conditions remain challenging while we continue the hard work of launching new services that will contribute to both our top and bottom lines over the long term.”

 

Conference Call

 

Tucows will host a conference call on Wednesday, August 6, 2003, at 5:00 p.m. (ET) to discuss its second quarter fiscal 2003 results. To access the conference call via the Internet go to www.tucows.com,  click on “About Tucows” and then on “Investor Relations.”

 

For those unable to join 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 1456172. The telephone replay will be available until Wednesday, August 13, 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 rate of Tucows’ business. 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)

 

 

 

June 30
2003

 

December 31,
2002

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

11,055,646

 

$

8,844,829

 

Restricted cash (note 1)

 

487,500

 

937,500

 

Accounts receivable

 

304,583

 

338,697

 

Prepaid expenses and deposits

 

2,578,602

 

1,951,086

 

Prepaid domain name registry fees, current portion

 

11,954,743

 

11,145,187

 

Total current assets

 

26,381,074

 

23,217,299

 

 

 

 

 

 

 

Prepaid domain name registry fees, long-term portion

 

4,559,420

 

3,700,340

 

Property and equipment

 

1,325,027

 

1,581,321

 

Investments

 

353,737

 

353,737

 

 

 

 

 

 

 

Total assets

 

$

32,619,258

 

$

28,852,697

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity (Deficiency)

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

1,395,059

 

$

1,605,630

 

Accrued liabilities

 

2,324,761

 

2,288,412

 

Customer deposits

 

2,099,366

 

1,957,657

 

Deferred revenue, current portion

 

19,496,850

 

18,431,100

 

Total current liabilities

 

25,316,036

 

24,282,799

 

 

 

 

 

 

 

Deferred revenue, long-term portion

 

7,124,357

 

5,929,917

 

 

 

 

 

 

 

Stockholders’ equity (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 June 30, 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

 

(102,615

)

(183,297

)

Deficit

 

(58,251,336

)

(59,709,538

)

Total stockholders’ equity (deficiency)

 

178,865

 

(1,360,019

)

 

 

 

 

 

 

Total liabilities and stockholders’ equity (deficiency)

 

$

32,619,258

 

$

28,852,697

 

 

3



 

Tucows Inc.

 

Consolidated Statements of Operations

(Dollar amounts in U.S. dollars)

(unaudited)

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

9,167,299

 

$

9,480,187

 

$

18,164,213

 

$

19,406,720

 

Cost of revenues

 

5,682,722

 

5,636,988

 

11,259,365

 

12,231,513

 

Gross profit

 

3,484,577

 

3,843,199

 

6,904,848

 

7,175,207

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Sales and marketing (*)

 

956,887

 

800,897

 

1,869,223

 

1,905,753

 

Technical operations and development

 

1,018,925

 

958,780

 

1,850,694

 

2,017,709

 

General and administrative (*)

 

1,492,577

 

1,281,514

 

2,662,427

 

2,316,346

 

Depreciation of property and equipment

 

441,951

 

764,576

 

876,916

 

1,894,674

 

Amortization of intangible assets

 

 

55,556

 

 

222,222

 

Gain on change in fair value of forward contracts

 

(337,358

)

(129,893

)

(884,228

)

(129,893

)

Total operating expenses

 

3,572,982

 

3,731,430

 

6,375,032

 

8,226,811

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from operations

 

(88,405

)

111,769

 

529,816

 

(1,051,604

)

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

Interest income, net

 

30,047

 

21,019

 

56,496

 

38,865

 

Write down of investment in bigchalk.com

 

 

(1,013,335

)

 

(1,013,335

)

Gain on disposal of Liberty Registry Management Services Inc. (note 2)

 

636,277

 

 

871,890

 

1,955,443

 

Loss on disposal of Eklektix, Inc.

 

 

 

 

(44,304

)

Total other income (expenses)

 

666,324

 

(992,316

)

928,386

 

936,669

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before provision for income taxes

 

577,919

 

(880,547

)

1,458,202

 

(114,935

)

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

$

577,919

 

$

(880,547

)

$

1,458,202

 

$

(114,935

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings (loss) per common share

 

$

0.01

 

$

(0.01

)

$

0.02

 

$

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing basic earnings (loss) per common share

 

64,626,429

 

64,626,429

 

64,626,429

 

64,626,429

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing diluted earnings (loss) per common share

 

64,674,737

 

64,626,429

 

64,652,926

 

64,626,429

 

 

 

 

 

 

 

 

 

 

 


 

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

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

27,406

 

$

27,406

 

$

54,511

 

$

54,511

 

General and administrative

 

$

13,158

 

$

13,159

 

$

26,171

 

$

26,172

 

 

4



 

Tucows Inc.

 

Consolidated Statements of Cash Flows

(Dollar amounts in U.S. dollars)

(unaudited)

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Cash provided by (used in):

 

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

$

577,919

 

$

(880,547

)

1,458,202

 

$

(114,935

)

Items not involving cash:

 

 

 

 

 

 

 

 

 

Depreciation of property and equipment

 

441,951

 

764,576

 

876,916

 

1,894,674

 

Amortization of intangible assets

 

 

55,556

 

 

222,222

 

Gain on change in the fair value of forward contracts

 

(337,358

)

(129,893

)

(884,228

)

(129,893

)

Write-down of investment in bigchalk.com

 

 

1,013,335

 

 

1,013,335

 

Stock-based compensation

 

40,564

 

40,565

 

80,682

 

80,683

 

Gain on disposal of Liberty Registry Management Services

 

(636,277

)

 

(871,890

)

(1,955,443

)

Loss on write-off of Eklektix Inc.

 

 

 

 

44,304

 

Change in non-cash operating working capital:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(38,260

)

115,049

 

34,114

 

322,883

 

Prepaid expenses and deposits

 

2,262

 

(91,615

)

(3,577

)

(62,965

)

Prepaid domain name registry fees

 

(709,212

)

(935,607

)

(1,668,636

)

(1,839,971

)

Accounts payable

 

(9,148

)

(134,651

)

(210,571

)

(179,149

)

Accrued liabilities

 

479,410

 

(396,762

)

296,638

 

(741,268

)

Customer deposits

 

143,523

 

236,021

 

141,709

 

309,217

 

Deferred revenue

 

844,488

 

1,476,004

 

2,260,190

 

2,974,449

 

Cash provided by operating activities

 

799,862

 

1,132,031

 

1,509,549

 

1,838,143

 

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

Repayments of obligations under capital leases

 

 

(25,795

)

 

(45,571

)

Cash used in financing activities

 

 

(25,795

)

 

(45,571

)

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

Additions to property and equipment

 

(152,425

)

(242,683

)

(620,622

)

(448,057

)

(Increase)/decrease in restricted cash - being margin security against forward exchange contracts (note 7(a))

 

225,000

 

(1,196,000

)

450,000

 

(1,196,000

)

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

 

636,277

 

 

871,890

 

938,889

 

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

 

 

 

 

(30,628

)

Cash provided by (used in) investing activities

 

708,852

 

(1,438,683

)

701,268

 

(735,796

)

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

1,508,714

 

(332,447

)

2,210,817

 

1,056,776

 

Cash and cash equivalents, beginning of period

 

9,546,932

 

6,203,412

 

8,844,829

 

4,814,189

 

Cash and cash equivalents, end of period

 

$

11,055,646

 

$

5,870,965

 

11,055,646

 

$

5,870,965

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

Interest paid

 

$

144

 

$

7,130

 

316

 

$

11,628

 

 

5


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