-----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, HPgFokgTep1ll0K4+5BcslZVHxbHQcGyfJfbjNYvxjw1zBgg2aZwLNlkMaU4UbuA GFXflQbasyn5lf/3pHUViw== 0001104659-04-024376.txt : 20040813 0001104659-04-024376.hdr.sgml : 20040813 20040813160049 ACCESSION NUMBER: 0001104659-04-024376 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040812 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040813 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: 04974402 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 a04-9583_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):     August 12, 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 August 12, 2004.

 

Item 12.                                                    Results of Operations and Financial Condition.

 

On August 12, 2004, Tucows Inc., a Pennsylvania corporation (the “Company”), issued a press release reporting its financial results for the second quarter of fiscal 2004, ended June 30, 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:  August 13, 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 August 12, 2004

 

4


EX-99.1 2 a04-9583_1ex99d1.htm EX-99.1

Exhibit 99.1

 

TUCOWS REPORTS CONTINUED STRONG PERFORMANCE FOR SECOND QUARTER OF FISCAL 2004

 

– Quarter Highlighted by Record Revenue and Significant Growth in Deferred Revenue –

 

TORONTO, CANADA, August 12, 2004 –

 

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

 

 

 

3 Months Ended
June 30, 2004

 

3 Months Ended
June 30, 2003

 

6 Months Ended
June 30, 2004

 

6 Months Ended
June 30, 2003

 

Net Revenue

 

10,639

 

9,167

 

20,814

 

18,164

 

Income (Loss) from Operations

 

623

 

(88

)

735

 

530

 

Net Income

 

666

 

578

 

815

 

1,458

 

Net Income/Share

 

0.01

 

0.01

 

0.01

 

0.02

 

Cash Flow from Operations

 

1,396

 

800

 

1,963

 

1,510

 

 

Tucows Inc. (OTCBB: TCOW) today reported its results for the second quarter of fiscal 2004 ended June 30, 2004.

 

Key highlights for the quarter included:

                  A 16% year-over-year increase in net revenue to $10.6 million;

                  Income from operations of $623,000;

                  Positive cash flow from operations of $1.4 million;

                  Net income of $666,000;

                  A 24% year-over-year increase in deferred revenue to a record $33.0 million;

                  A 23% year-over-year increase in domain name transactions to 941,000;

                  Completion of the acquisition of Boardtown Corporation.

 

“Our strong results for the second quarter are indicative of the ability of our business model to consistently deliver strong financial performance over the long term,” said Elliot Noss, President and CEO, Tucows Inc.  “This is our eleventh consecutive quarter of positive cash flow from operations and our eighth consecutive quarter of profitability.  We look forward to building on our success to date by continuing to strengthen our leadership position in the wholesale domain registration market, driving adoption of our complementary Internet services portfolio, enhancing our service providers’ back-office automation with powerful billing, provisioning and customer care software solutions and launching additional offerings to simplify complex business processes for service providers.”

 

Net revenue for the second quarter of fiscal 2004 increased 16% to a record $10.6 million from $9.2 million for the second quarter of fiscal 2003, the result of a higher number of domain name transactions, as well as higher revenue from services other than domain name registrations.  Income from operations for the second quarter was $623,000, which included a net gain of $110,000 from foreign exchange forward contracts, compared to a loss from operations for the corresponding quarter last year of $88,000, which included a net gain of $337,000 from foreign exchange forward contracts.

 



 

Net income for the quarter was $666,000, or $0.01 per share, compared to $578,000, or $0.01 per share, for the second quarter last year.

 

Deferred revenue at June 30, 2004 was a record $33.0 million, an increase of 24% from $26.6 million at June 30, 2003 and an increase of 15% from $28.6 million at December 31, 2003.  Cash and restricted cash, at June 30, 2004 was $12.3 million compared to $11.5 million at June 30, 2003 and $13.7 million at March 31, 2004. The decrease from March 31, 2004 was primarily the result of a cash outflow of $2.0 million related to the acquisition of Boardtown Corporation, which was partially offset by positive cash flow from operations for the second quarter of this year of $1.4 million.

 

Domain names registered, renewed and transferred-in for the second quarter of fiscal 2004 increased 23% to 941,000 from 784,000 for the same quarter of last year. Total active domain names under management at the end of the second quarter increased to 4.23 million.

 

Conference Call

 

Tucows will host a conference call on Thursday, August 12, 2004, at 5:00 p.m. (ET) to discuss the company’s second 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 3086612. The telephone replay will be available until Thursday, August 19, 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 provider of wholesale Internet services and back office solutions to a global network of more than 6,000 web hosting companies, ISPs and other service providers. As the largest ICANN-accredited wholesale domain name registrar, Tucows offers a suite of complementary Internet services including: domain name registration and management, digital certificates, email services and web publishing services. Tucows back office products, including billing, provisioning and customer care solutions, enable service providers to automate and enhance their service offerings. 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.

 

[Financial statements attached.]

 



 

Tucows Inc.
Consolidated Balance Sheets
(Dollar amounts in U.S. dollars)

 

 

 

June 30,
2004

 

December 31,
2003

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

11,918,720

 

$

12,912,811

 

Restricted cash

 

361,250

 

132,500

 

Accounts receivable

 

638,604

 

486,289

 

Prepaid expenses and deposits

 

2,047,274

 

2,061,948

 

Prepaid domain name registry fees, current portion

 

15,309,091

 

13,204,566

 

Total current assets

 

30,274,939

 

28,798,114

 

 

 

 

 

 

 

Prepaid domain name registry fees, long-term portion

 

6,327,869

 

5,136,194

 

Property and equipment

 

824,195

 

1,048,400

 

Intangible assets

 

2,324,787

 

 

Investments

 

353,737

 

353,737

 

Cash held in escrow

 

1,000,000

 

 

Total assets

 

$

41,105,527

 

$

35,336,445

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

1,283,037

 

$

1,632,294

 

Accrued liabilities

 

2,062,852

 

2,088,235

 

Customer deposits

 

2,173,090

 

2,160,601

 

Deferred revenue, current portion

 

23,554,350

 

20,715,191

 

Total current liabilities

 

29,073,329

 

26,596,321

 

 

 

 

 

 

 

Deferred revenue, long-term portion

 

9,411,802

 

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; 66,597,688 shares issued and outstanding as of June30, 2004 and 64,626,429 shares issued and outstanding as of December 31, 2003

 

9,459,696

 

8,540,687

 

Additional paid-in capital

 

49,992,129

 

49,992,129

 

Deferred stock-based compensation

 

 

(20,593

)

Deficit

 

(56,831,429

)

(57,646,100

)

Total stockholders’ equity

 

2,620,396

 

866,123

 

Total liabilities and stockholders’ equity

 

$

41,105,527

 

$

35,336,445

 

 



 

Tucows Inc.
Consolidated Statements of Operations
(Dollar amounts in U.S. dollars)
(unaudited)

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

10,638,965

 

$

9,167,299

 

$

20,813,874

 

$

18,164,213

 

Cost of revenues

 

6,558,400

 

5,682,722

 

13,003,815

 

11,259,365

 

Gross profit

 

4,080,565

 

3,484,577

 

7,810,059

 

6,904,848

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Sales and marketing (*)

 

1,124,726

 

956,887

 

2,345,260

 

1,869,223

 

Technical operations and development

 

1,140,870

 

1,018,925

 

2,152,292

 

1,850,694

 

General and administrative (*)

 

834,503

 

1,155,219

 

1,907,575

 

1,778,199

 

Depreciation of property and equipment

 

317,331

 

441,951

 

630,317

 

876,916

 

Amortization of intangible assets

 

39,680

 

 

39,680

 

 

Total operating expenses

 

3,457,110

 

3,572,982

 

7,075,124

 

6,375,032

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

623,455

 

(88,405

)

734,935

 

529,816

 

 

 

 

 

 

 

 

 

 

 

Other income:

 

 

 

 

 

 

 

 

 

Interest income, net

 

42,103

 

30,047

 

79,736

 

56,496

 

Gain on disposal of Liberty Registry Management Services Inc.

 

 

636,277

 

 

871,890

 

Total other income

 

42,103

 

666,324

 

79,736

 

928,386

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

665,558

 

577,919

 

814,671

 

1,458,202

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

$

665,558

 

$

577,919

 

$

814,671

 

$

1,458,202

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per common share

 

$

0.01

 

$

0.01

 

$

0.01

 

$

0.02

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing basic earnings per common share

 

65,991,867

 

64,626,429

 

65,341,377

 

64,626,429

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing diluted earnings per common share

 

72,370,411

 

64,674,737

 

72,144,584

 

64,652,926

 

 


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

 

Sales and marketing

 

$

 

$

27,406

 

$

16,834

 

$

54,511

 

General and administrative

 

$

 

$

13,158

 

$

3,759

 

$

26,171

 

 

2



 

Tucows Inc.
Consolidated Statements of Cash Flows
(Dollar amounts in U.S. dollars)
(unaudited)

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Cash provided by:

 

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

Net income for the period

 

$

665,558

 

$

577,919

 

$

814,671

 

$

1,458,202

 

Items not involving cash:

 

 

 

 

 

 

 

 

 

Depreciation of property and equipment

 

317,331

 

441,951

 

630,317

 

876,916

 

Amortization of intangible assets

 

39,680

 

 

39,680

 

 

Gain on change in the fair value of forward contracts

 

(110,148

)

(337,358

)

(91,263

)

(884,228

)

Stock-based compensation

 

 

40,564

 

20,593

 

80,682

 

Gain on disposal of Liberty Registry Management Services Inc.

 

 

(636,277

)

 

(871,890

)

Change in non-cash operating working capital:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(11,616

)

(38,260

)

(74,284

)

34,114

 

Prepaid expenses and deposits

 

75,495

 

2,262

 

110,615

 

(3,577

)

Prepaid domain name registry fees

 

(1,259,188

)

(709,212

)

(3,296,200

)

(1,668,636

)

Accounts payable

 

26,192

 

(9,148

)

(349,257

)

(210,571

)

Accrued liabilities

 

32,939

 

479,410

 

(222,482

)

296,638

 

Customer deposits

 

50,481

 

143,523

 

3,600

 

141,709

 

Deferred revenue

 

1,569,497

 

844,488

 

4,376,960

 

2,260,190

 

 

 

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

1,396,221

 

799,862

 

1,962,950

 

1,509,549

 

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

Proceeds received on exercise of stock options

 

491,407

 

 

644,469

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided by financing activities

 

491,407

 

 

644,469

 

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

Additions to property and equipment

 

(245,106

)

(152,425

)

(353,250

)

(620,622

)

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

 

(361,250

)

225,000

 

(228,750

)

450,000

 

Acquisition of Boardtown Corporation, net of cash acquired

 

(2,019,510

)

 

(2,019,510

)

 

Increase in cash held in escrow

 

(1,000,000

)

 

(1,000,000

)

 

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

 

 

636,277

 

 

871,890

 

 

 

 

 

 

 

 

 

 

 

Cash provided by (used in) investing activities

 

(3,625,866

)

708,852

 

(3,601,510

)

701,268

 

 

 

 

 

 

 

 

 

 

 

(Decrease) increase in cash and cash equivalents

 

(1,738,238

)

1,508,714

 

(994,091

)

2,210,817

 

Cash and cash equivalents, beginning of period

 

13,656,958

 

9,546,932

 

12,912,811

 

8,844,829

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

11,918,720

 

$

11,055,646

 

$

11,918,720

 

$

11,055,646

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

Interest paid

 

$

53

 

$

144

 

$

53

 

$

316

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued on the acquisition of Boardtown Corporation

 

$

274,540

 

$

 

$

274,540

 

$

 

 


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