-----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, QQqY/yBAFn/UT7ss5OaBFEz0Yj+1VABnCsSasXr2d6ljcUjmqLRhdLPHgZsum+Qj baOsHjXbfCJ/wwDFCk0JAw== 0001104659-04-002983.txt : 20040209 0001104659-04-002983.hdr.sgml : 20040209 20040209112409 ACCESSION NUMBER: 0001104659-04-002983 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040204 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040209 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: 04576444 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 a04-2033_18k.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):  February 4, 2004

 

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 February 4, 2004.

 

 

 

Item 12.

Results of Operations and Financial Condition.

 

On February 4, 2004, Tucows Inc., a Pennsylvania corporation (the “Company”), issued a press release reporting its financial results for the quarter ended December 31, 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:  February 5, 2004

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 February 4, 2004

 

4


EX-99.1 3 a04-2033_1ex99d1.htm EX-99.1

Exhibit 99.1

 

TUCOWS REPORTS STRONG RESULTS FOR FISCAL 2003

 

Nine consecutive quarters of positive cash flow from operations
and six consecutive quarters of profitability —

 

TORONTO, CANADA, February 4, 2004 —

 

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

 

 

 

Three months
ended December
31, 2003

 

Three months
ended December
31, 2002

 

Year ended
December 31,
2003

 

Year ended
December 31,
2002

 

Net Revenue

 

$

9,715

 

$

8,760

 

$

37,195

 

$

37,046

*

Income (Loss) from Operations

 

389

 

222

 

932

 

(980

)

Net Income

 

426

 

1,385

 

2,063

 

1,867

 

Basic and Fully Diluted Earnings per Share

 

0.01

 

0.02

 

0.03

 

0.03

 

Cash Flow from Operations

 

1,134

 

410

 

3,220

 

3,438

 

 


*Includes $2.9 million in revenue from services that were disposed of during fiscal 2002.

 

Tucows Inc. (OTCBB: TCOW) today reported its results for the fourth quarter and fiscal year ended December 31, 2003.

 

Key highlights for the year included:

                  Net revenue of $37.2 million;

                  Income from operations of $932,000;

                  Positive cash flow from operations of $3.2 million; and

                  Net income of $2.1 million.

 

Key highlights for the fourth quarter included:

                  Net revenue of $9.7 million;

                  Income from operations of $389,000;

                  Positive cash flow from operations of $1.1 million;

                  Net income of $426,000;

                  Record deferred revenue of $28.6 million; and

                  A 29% year-over-year increase in domain name transactions to 853,000 from 662,000.

 

“Given the intensely competitive environment in which we operate, we are extremely proud to report such strong results,” said Elliot Noss, president and chief executive officer, Tucows Inc.  “We grew our business by remaining focused and resolute in our commitment to meeting the expectations of our customers, partners and shareholders.  Our efforts to carve out a sustainable, differentiated position have proved successful, as evidenced by our substantial improvement in transaction volumes and income from operations.  We continue to work diligently to enhance the richness of the services we offer, while providing a consistently high quality of customer support. Moreover, our core market has just begun to grow again, positioning us to further capitalize on the leverage inherent in our business model.”

 

For the fiscal year ended December 31, 2003, net revenue increased marginally to $37.2 million from $37.0 million for fiscal 2002.  Excluding $2.9 million in revenue from services that were disposed of

 



 

during fiscal 2002, net revenue increased 9% from $34.1 million.  Income from operations for fiscal 2003 was $932,000 compared to a loss from operations of $980,000 for fiscal 2002. Net income for fiscal 2003 was $2.1 million, or $0.03 per share, unchanged from fiscal 2002.

 

Deferred revenue at December 31, 2003, was a record $28.6 million, an increase of 17% from $24.4 million at December 31, 2002, and an increase of 4% from $27.5 million at September 30, 2003.

 

Cash and restricted cash at December 31, 2003, increased to $13.0 million from $9.8 million at December 31, 2002. This increase was primarily the result of positive cash flow from operations of $3.2 million and proceeds of $1.0 million received in connection with the company’s sale of Liberty RMS to Afilias, Limited in March 2002 being offset by cash used for the purchase of property and equipment of just under $1.0 million.

 

For the fourth quarter of fiscal 2003, net revenue increased 10% to $9.7 million from $8.8 million for the fourth quarter of fiscal 2002.  Income from operations for the quarter increased to $389,000 from $222,000 for the same period last year. Net income for the quarter was $426,000, or $0.01 per share, compared to $1.4 million, or $0.02 per share, for the fourth quarter of fiscal 2002. Net income for the fourth quarter of fiscal 2002 included a gain of $1.1 million on the disposal of the Electric Library subscription assets.

 

Domain names registered, renewed and transferred-in for the fourth quarter increased to approximately 853,000 from approximately 662,000 for the same quarter of last year. Total active domain names under management at the end of the fourth quarter increased to 3.83 million.

 

Conference Call

 

Tucows will host a conference call on Wednesday, February 4, 2004, at 5:00 p.m. (ET) to discuss the company’s fourth quarter and 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 1-800-408-3053 or 416-695-5800 and enter the pass code 1522165. The telephone replay will be available until Wednesday, February 11, 2004, 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 third-party Internet services.  Through an expanding global network of more than 5,000 active resellers, ISPs, and web hosting companies, Tucows provides a range of outsourced Internet services and products. Tucows is now the second largest ICANN-accredited domain name registrar in the world, offering domain name services for generic and country code top-level domains, plus digital certificates, managed DNS, and email services. Tucows also distributes software and other digital content through its 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:
Hilda Kelly

Investor Relations Resource

Tucows Inc.

416-538-5493
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.

 



 

Tucows Inc.

Consolidated Balance Sheets

(Dollar amounts in U.S. dollars)

 

 

 

December 31, 2003

 

December 31, 2002

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

12,912,811

 

$

8,844,829

 

Restricted cash (note 1)

 

132,500

 

937,500

 

Accounts receivable

 

486,289

 

338,697

 

Prepaid expenses and deposits

 

2,061,948

 

1,951,086

 

Prepaid domain name registry fees, current portion

 

13,204,566

 

11,145,187

 

Total current assets

 

28,798,114

 

23,217,299

 

Prepaid domain name registry fees, long- term portion

 

5,136,194

 

3,700,340

 

Property and equipment

 

1,048,400

 

1,581,321

 

Investments

 

353,737

 

353,737

 

 

 

 

 

 

 

Total assets

 

$

35,336,445

 

$

28,852,697

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

(Deficiency)

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

1,632,294

 

$

1,605,630

 

Accrued liabilities

 

2,088,235

 

2,288,412

 

Customer deposits

 

2,160,601

 

1,957,657

 

Deferred revenue, current portion

 

20,715,191

 

18,431,100

 

Total current liabilities

 

26,596,321

 

24,282,799

 

 

 

 

 

 

 

Deferred revenue, long-term portion

 

7,874,001

 

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 at December 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

 

(20,593

)

(183,297

)

Deficit

 

(57,646,100

)

(59,709,538

)

 

 

 

 

 

 

Total stockholders’ equity (deficiency)

 

866,123

 

(1,360,019

)

 

 

 

 

 

 

Total liabilities and stockholders’ equity (deficiency)

 

$

35,336,445

 

$

28,852,697

 

 

Note 1:

In November 2003, the Company entered into a series of forward exchange contracts, whereby amounts of U.S.$400,000 or U.S.$650,000 are converted into Canadian dollars on a semi-monthly basis from January 2004 until the end of March 2004. As margin security against these contracts, the Company placed $132,500 into secured term deposits, which mature on a monthly basis in line with the contracts.

 

In June 2002, the Company entered into a series of forward exchange contracts, whereby an amount of U.S.$375,000 was 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 matured on a monthly basis in line with the contracts.

 

The outstanding margin security in the amount of $132,500 (2002: $937,500) is reflected as restricted cash on the balance sheet.

 



 

Tucows Inc.

Consolidated Statements of Operations

(Dollar amounts in U.S. dollars)

 

 

 

Three months ended
December 31,

 

Year ended
December 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

9,714,774

 

$

8,760,374

 

$

37,194,747

 

$

37,046,375

 

Cost of revenues

 

5,923,054

 

5,462,628

 

22,990,227

 

23,107,871

 

Gross profit

 

3,791,720

 

3,297,746

 

14,204,520

 

13,938,504

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Sales and marketing (*)

 

1,058,830

 

939,062

 

3,850,081

 

3,770,913

 

Technical operations and development

 

1,067,963

 

842,196

 

3,935,061

 

3,725,966

 

General and administrative (*)

 

953,166

 

892,232

 

3,998,073

 

4,523,314

 

Depreciation of property and equipment

 

323,230

 

402,249

 

1,489,570

 

2,675,836

 

Amortization of intangible assets

 

 

 

 

222,222

 

Total operating expenses

 

3,403,189

 

3,075,739

 

13,272,785

 

14,918,251

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

388,531

 

222,007

 

931,735

 

(979,747

)

 

 

 

 

 

 

 

 

 

 

Other income:

 

 

 

 

 

 

 

 

 

Interest income, net

 

37,319

 

41,893

 

131,703

 

102,057

 

Gain on disposal of Electric Library subscription assets

 

 

1,121,480

 

 

1,846,717

 

Gain on disposal of Liberty Registry Management Services Inc.

 

 

 

1,000,000

 

1,955,443

 

Loss on disposal of Eklektix Inc.

 

 

 

 

(44,304

)

 

 

 

 

 

 

 

 

 

 

Write-down of investment in bigchalk.com

 

 

 

 

(1,013,335

)

Total other income

 

37,319

 

1,163,373

 

1,131,703

 

2,846,578

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

425,850

 

1,385,380

 

2,063,438

 

1,866,831

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

$

425,850

 

$

1,385,380

 

$

2,063,438

 

$

1,866,831

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share

 

$

0.01

 

$

0.02

 

$

0.03

 

$

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing basic earnings per common share

 

64,626,429

 

64,626,429

 

64,626,429

 

64,626,429

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing diluted earnings per common share

 

70,858,586

 

64,626,429

 

64,737,429

 

64,626,429

 

 

 

 

 

 

 

 

 

 

 


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

Sales and marketing

 

$

27,708

 

$

27,708

 

$

109,926

 

$

109,926

 

General and administrative

 

$

13,304

 

$

13,303

 

$

52,778

 

$

52,777

 

 



 

Tucows Inc.

Consolidated Statements of Cash Flows

(Dollar amounts in U.S. dollars)

 

 

 

Three months ended
December 31,

 

Year ended
December 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Cash Provided by (used in):

 

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

Net income for the period

 

$

425,850

 

$

1,385,380

 

$

2,063,438

 

$

1,866,831

 

Items not involving cash:

 

 

 

 

 

 

 

 

 

Depreciation of property and equipment

 

323,230

 

402,249

 

1,489,570

 

2,675,836

 

Amortization of intangible assets

 

 

 

 

222,222

 

(Gain) loss on change in the fair value of forward contracts

 

297,296

 

(140,199

)

(279,174

)

260,289

 

Gain on disposal of Liberty RMS

 

 

 

(1,000,000

)

 

Write-down of investment in bigchalk.com

 

 

 

 

1,013,335

 

Stock-based compensation

 

41,012

 

41,011

 

162,704

 

162,703

 

Gain on disposal of Electric Library subscription assets

 

 

(1,121,480

)

 

(1,846,717

)

Gain on disposal of Liberty Registry Management Services

 

 

 

 

(1,955,443

)

Loss on write-off of Eklektix Inc.

 

 

 

 

44,304

 

 

 

 

 

 

 

 

 

 

 

Change in non-cash operating working capital:

 

 

 

 

 

Accounts receivable

 

(74,114

)

35,338

 

(147,592

)

306,951

 

Prepaid expenses and deposits

 

(503,288

)

(314,026

)

(91,977

)

(80,272

)

Prepaid domain name registry fees

 

(1,022,621

)

(167,032

)

(3,495,233

)

(2,488,384

)

Accounts payable

 

327,472

 

356,274

 

26,664

 

(15,669

)

Accrued liabilities

 

81,280

 

(125,796

)

60,112

 

(479,898

)

Customer deposits

 

126,291

 

(63,540

)

202,944

 

20,915

 

Deferred revenue

 

1,111,283

 

121,993

 

4,228,175

 

3,731,415

 

 

 

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

1,133,691

 

410,172

 

3,219,631

 

3,438,418

 

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of obligations under capital leases

 

 

 

 

(111,160

)

 

 

 

 

 

 

 

 

 

 

Cash used in financing activities

 

 

 

 

(111,160

)

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

Additions to property and equipment

 

(175,775

)

(235,741

)

(956,649

)

(844,508

)

(Increase) decrease in restricted cash — being margin security against forward exchange contracts

 

130,112

 

127,250

 

805,000

 

(937,500

)

Net proceeds on disposal of Electric Library subscription assets

 

 

1,121,480

 

 

1,577,129

 

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

 

 

 

1,000,000

 

938,889

 

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

 

 

 

 

(30,628

)

 

 

 

 

 

 

 

 

 

 

Cash provided by investing activities

 

(45,663

)

1,012,989

 

848,351

 

703,382

 

 

 

 

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

1,088,028

 

1,423,161

 

4,067,982

 

4,030,640

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

11,824,783

 

7,421,668

 

8,844,829

 

4,814,189

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

12,912,811

 

$

8,844,829

 

$

12,912,811

 

$

8,844,829

 

 


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