-----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, APuQ4Iap6TWKH1qOYvEuNjvrBVrF9ptZHh03zAUgor3sgfjgeapQfA9xRg+InzDX EydJXx70cT7/1LK8mOlNZg== 0001104659-04-012906.txt : 20040506 0001104659-04-012906.hdr.sgml : 20040506 20040506141730 ACCESSION NUMBER: 0001104659-04-012906 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040505 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040506 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: 04784505 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 a04-5559_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):   May 5, 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 May 5, 2004.

 

Item 12.                 Results of Operations and Financial Condition.

 

On May 5, 2004, Tucows Inc., a Pennsylvania corporation (the “Company”), issued a press release reporting its financial results for the first quarter of fiscal 2004, ended March 31, 2004.  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:  May 6, 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 May 5, 2004

 

4


EX-99.1 2 a04-5559_1ex99d1.htm EX-99.1

Exhibit 99.1

 

TUCOWS REPORTS STRONG PERFORMANCE FOR FIRST QUARTER FISCAL 2004

 

Quarter Highlighted by Significant Growth in Revenue, Deferred Revenue and Domain Name Transactions —

 

TORONTO, CANADA, May 5, 2004 —

 

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

 

 

 

Three months ended
March 31, 2004

 

Three months ended
March 31, 2003

 

Net Revenue

 

$

10,175

 

$

8,997

 

Income (Loss) from Operations

 

111

 

618

 

Net Income

 

149

 

880

 

Net Income/Share

 

0.00

 

0.01

 

Cash Flow from Operations

 

567

 

710

 

 

Tucows Inc. (OTCBB: TCOW), today reported its results for the first quarter of fiscal 2004 ended March 31, 2004.

Key highlights for the first quarter included:

                  Net revenue of $10.2 million representing a year-over-year increase of 13%;

                  Income from operations of $111,000;

                  Positive cash flow from operations of $567,000;

                  Net income of $149,000;

                  A 22% year-over-year increase in deferred revenue to a record $31.4 million; and

                  A 32% year-over-year increase in domain name transactions to a record 1.0 million.

 

“Our dominant position in wholesale domain registrations continued to yield strong results in the first quarter of 2004 as significant business wins in the second half of last year contributed to a record number of transactions and bookings that were well ahead of plan, underscoring the continued momentum in our business,” said Elliot Noss, president and chief executive officer, Tucows Inc. “At the same time, the leverage in our business model, combined with our focus on minimizing costs, allowed us to continue to achieve profitability despite the impact of an aggressively competitive environment and the strengthening Canadian dollar.”

 

Net revenue for the first quarter of fiscal 2004 increased 13% to $10.2 million from $9.0 million for first quarter of fiscal 2003, primarily the result of higher domain name transactions.  Income from operations for the first quarter was $111,000, inclusive of the impact of a net loss of approximately $19,000 from foreign exchange forward contracts, compared to $618,000, inclusive of the impact of a net gain of approximately $547,000 from foreign exchange forward contracts, for the corresponding quarter last year.  Net income for the quarter was $149,000, or $0.00 per share, compared to $880,000, or $0.01 per share, for the fist quarter last year.  The decrease in net income was primarily the result of the forward exchange contracts described above and the impact of a non-recurring payment of approximately $236,000 received during the first quarter of last year.

 



 

Deferred revenue at March 31, 2004, was a record $31.4 million, an increase of 22% from $25.8 million at March 31, 2003 and an increase of 10% from $28.6 million at December 31, 2003.  Cash and restricted cash at March 31, 2004 increased to $13.7 million from $10.3 million at March 31, 2003 and $13.0 million at December 31, 2003. The increase over December 31, 2003 was primarily the result of positive cash flow from operations of $567,000.

 

Domain names registered, renewed and transferred-in for the first quarter of fiscal 2004 increased 32% to approximately 1,019,000 from approximately 773,000 for the same quarter of last year. Total active domain names under management at the end of the fourth quarter increased to 4.08 million.

 

On April 27, 2004, Tucows completed the previously announced acquisition of Boardtown Corporation, a maker of billing, provisioning and customer care software for service providers, for a total consideration of up to $4.0 million.  “We have always viewed the wholesale domain registration business as a launching pad to a broader future,” said Mr. Noss.  “Adding the Boardtown suite of solutions to our existing digital certificates, email, email defense, blogware and other services sets up the next stage in the company’s evolution.  Combined with a strong and growing core domain name business, we expect to deliver sequential growth in revenue in each quarter of 2004.”

 

Conference Call

Tucows will host a conference call on Wednesday, May 5, 2004, at 5:00 p.m. (ET) to discuss the company’s first quarter fiscal 2004 results. To access the conference call via the Internet go to www.tucowsinc.com and click 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 3039326. The telephone replay will be available until Wednesday, May 12, 2004, at midnight. To access the archived conference call via the Internet, go to www.tucowsinc.com and click on “Investor Relations.”

 

About Tucows

 

Tucows Inc. is a leading wholesaler of Internet services to a global network of more than 6,000 resellers such as ISPs and web hosting companies. Tucows provides a range of outsourced Internet services and products, including: domain name registration and management, digital certificates, managed DNS, and email services. The company is the largest ICANN-accredited wholesale domain name registrar. Tucows also distributes software and other digital content through its global network of affiliates offering more than 40,000 software titles. For more information, please visit: www.tucowsinc.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)

 

 

 

March 31,
2004

 

December 31,
2003

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

13,656,958

 

$

12,912,811

 

Restricted cash

 

 

132,500

 

Accounts receivable

 

548,957

 

486,289

 

Prepaid expenses and deposits

 

2,007,943

 

2,061,948

 

Prepaid domain name registry fees, current portion

 

14,564,254

 

13,204,566

 

Total current assets

 

30,778,112

 

28,798,114

 

 

 

 

 

 

 

Prepaid domain name registry fees, long-term portion

 

5,813,518

 

5,136,194

 

Property and equipment

 

843,558

 

1,048,400

 

Investments

 

353,737

 

353,737

 

Total assets

 

$

37,788,925

 

$

35,336,445

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

1,256,845

 

$

1,632,294

 

Accrued liabilities

 

1,832,814

 

2,088,235

 

Customer deposits

 

2,113,720

 

2,160,601

 

Deferred revenue, current portion

 

22,595,093

 

20,715,191

 

Total current liabilities

 

27,798,472

 

26,596,321

 

 

 

 

 

 

 

Deferred revenue, long-term portion

 

8,801,562

 

7,874,001

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

Common stock - no par value, 250,000,000 shares authorized; 65,039,717 shares issued and outstanding as of March 31, 2004 and 64,626,429 shares issued and outstanding as of December 31, 2003

 

8,693,749

 

8,540,687

 

Additional paid-in capital

 

49,992,129

 

49,992,129

 

Deferred stock-based compensation

 

 

(20,593

)

Deficit

 

(57,496,987

)

(57,646,100

)

Total stockholders’ equity

 

1,188,891

 

866,123

 

Total liabilities and stockholders’ equity

 

$

37,788,925

 

$

35,336,445

 

 



 

Tucows Inc.

Consolidated Statements of Operations

(Dollar amounts in U.S. dollars)

(unaudited)

 

 

 

Three months ended
March 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Net revenues

 

$

10,174,909

 

$

8,996,914

 

Cost of revenues

 

6,445,415

 

5,576,643

 

Gross profit

 

3,729,494

 

3,420,271

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Sales and marketing (*)

 

1,220,534

 

912,336

 

Technical operations and development

 

1,011,422

 

831,769

 

General and administrative (*)

 

1,073,072

 

622,980

 

Depreciation of property and equipment

 

312,986

 

434,965

 

Total operating expenses

 

3,618,014

 

2,802,050

 

 

 

 

 

 

 

Income from operations

 

111,480

 

618,221

 

 

 

 

 

 

 

Other income:

 

 

 

 

 

Interest income, net

 

37,633

 

26,449

 

Gain on disposal of Liberty Registry Management Services Inc.

 

 

235,613

 

Total other income

 

37,633

 

262,062

 

 

 

 

 

 

 

Income before provision for income taxes

 

149,113

 

880,283

 

Provision for income taxes

 

 

 

Net income for the period

 

$

149,113

 

$

880,283

 

 

 

 

 

 

 

Basic and diluted earnings per share

 

$

0.00

 

$

0.01

 

 

 

 

 

 

 

Shares used in computing basic earnings per common share

 

64,690,887

 

64,626,429

 

 

 

 

 

 

 

Shares used in computing diluted earnings per common share

 

72,098,757

 

64,626,429

 

 


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

 

 

 

 

 

Sales and marketing

 

$

16,834

 

$

27,105

 

General and administrative

 

$

3,759

 

$

13,013

 

 



 

Tucows Inc.

Consolidated Statements of Cash Flows

(Dollar amounts in U.S. dollars)

(unaudited)

 

 

 

Three months ended
March 31,

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Cash provided by:

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net income for the period

 

$

149,113

 

$

880,283

 

Items not involving cash:

 

 

 

 

 

Depreciation of property and equipment

 

312,986

 

434,965

 

Loss (gain) on change in the fair value of forward contracts

 

18,885

 

(546,870

)

Stock-based compensation

 

20,593

 

40,118

 

Gain on disposal of Liberty Registry Management Services Inc.

 

 

(235,613

)

Change in non-cash operating working capital:

 

 

 

 

 

Accounts receivable

 

(62,668

)

72,374

 

Prepaid expenses and deposits

 

35,120

 

(5,839

)

Prepaid domain name registry fees

 

(2,037,012

)

(959,424

)

Accounts payable

 

(375,449

)

(201,423

)

Accrued liabilities

 

(255,421

)

(182,772

)

Customer deposits

 

(46,881

)

(1,814

)

Deferred revenue

 

2,807,463

 

1,415,702

 

 

 

 

 

 

 

Cash provided by operating activities

 

566,729

 

709,687

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Proceeds received on exercise of stock options

 

153,062

 

 

 

 

 

 

 

 

Cash provided by financing activities

 

153,062

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Additions to property and equipment

 

(108,144

)

(468,197

)

Decrease in restricted cash - being margin security against forward

 

 

 

 

 

exchange contracts

 

132,500

 

225,000

 

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

 

 

235,613

 

 

 

 

 

 

 

Cash provided by (used in) investing activities

 

24,356

 

(7,584

)

 

 

 

 

 

 

Increase in cash and cash equivalents

 

744,147

 

702,103

 

Cash and cash equivalents, beginning of period

 

12,912,811

 

8,844,829

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

13,656,958

 

$

9,546,932

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

Interest paid

 

$

 

$

172

 

 


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