EX-99.4 4 a06-18954_1ex99d4.htm EX-99.4

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2005 and the six months ended June 30, 2006 are based on historical financial statements of Tucows Inc. and Mailbank.com, Inc. (“Mailbank”) after giving effect to Tucows’s acquisition of Mailbank using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined statement of operations as if such acquisition had occurred as of January 1, 2005 for pro forma statement of operations purposes.

The acquisition has been accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “ Business Combinations”.  Under the purchase method of accounting, the total purchase price, calculated as described in Note 1 to these unaudited pro forma condensed combined statements of operations, is allocated to the net tangible and intangible assets acquired in connection with the acquisition, based on their fair values. Management used independent third-party sources to assist in calculating the value of identifiable intangible assets. The unaudited pro forma condensed combined statements of operations has been prepared by management for illustrative purposes only and does not include the realization of cost savings from operating efficiencies, revenue synergies or other costs expected to result from the acquisition. The unaudited pro forma condensed combined statements of operations are therefore not necessarily indicative of the condensed consolidated results of operation in future periods that would actually have been realized had Tucows and Mailbank been a combined company during the specified period.

The pro forma adjustments are based on preliminary information available at the time of this document. Final purchase price adjustments may vary materially from the pro forma adjustments presented herein. Certain reclassification adjustments have been made in the presentation of Mailbank’s historical amounts to conform Mailbank’s financial statement basis of presentation to that followed by Tucows. The unaudited pro forma condensed combined statement of operations, including the notes thereto, should be read in conjunction with Tucows’s historical consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2005, its Quarterly Report on Form 10-Q/A for the three months ended June 30, 2006, Mailbank’s historical consolidated Financial statements for the year ended December 31, 2005 and for the three months ended March 31, 2006, which are included as Exhibit 99.1 to this Form 8-K/A.




UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Six Months Ended June30, 2006

(in thousands, except for number of shares and per share amounts)

 

 

Tucows

 

Mailbank.com, Inc.
(Note 2 (a))

 

Pro Forma
Adjustments (Note
2)

 

Pro Forma
Combined

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

30,966

 

$

1,724

 

$

52

(d)

$

32,742

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

 

 

 

 

 

 

 

Cost of revenues

 

19,994

 

939

 

(541

)(b)

20,392

 

Depreciation of property and equipment

 

1,194

 

 

 

1,194

 

Amortization of intangible assets

 

77

 

15

 

47

(c)

139

 

Total cost of revenues

 

21,265

 

954

 

(494

)

21,725

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

9,701

 

770

 

546

 

11,017

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Sales and marketing

 

3,031

 

46

 

82

(b)

3,159

 

Technical operations and development

 

4,412

 

 

389

(b)

4,801

 

General and administrative

 

2,568

 

953

 

70

(b)

3,591

 

Depreciation of property and equipment

 

82

 

10

 

 

92

 

Amortization of intangible assets

 

206

 

 

264

(c)

470

 

Total expenses

 

10,299

 

1,009

 

805

 

12,113

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(598

)

(239

)

(259

)

(1,096

)

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

Interest income (expense), net

 

205

 

6

 

(128

)(e)

83

 

Other income (expenses), net

 

474

 

(13

)

 

461

 

Total other income (expenses)

 

679

 

(7

)

(128

)

544

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before provision for income taxes

 

81

 

(246

)

(387

)

(552

)

Provision for income taxes

 

12

 

1

 

 

13

 

 

 

 

 

 

 

 

 

 

 

 Net income (loss) for the year

 

$

69

 

$

(247

)

$

(387

)

$

(565

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings (loss) per common share

 

$

0.00

 

 

 

 

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

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

 

72,255,539

 

 

 

 

 

75,613,445

 

 

 

 

 

 

 

 

 

 

 

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

 

74,540,626

 

 

 

 

 

77,898,532

 

 

See Notes to unaudited pro forma condensed combined financial statements.




UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Year Ended December 31, 2005

(in thousands, except for number of shares and per share amounts)

 

 

Tucows

 

Mailbank.com, Inc.
(Note 2 (a))

 

Pro Forma
Adjustments (Note
2)

 

Pro Forma
Combined

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

48,517

 

$

3,332

 

$

83

(d)

$

51,932

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

 

 

 

 

 

 

 

Cost of revenues

 

30,645

 

1,378

 

(557

)(b)

31,466

 

Depreciation of property and equipment

 

418

 

 

 

418

 

Amortization of intangible assets

 

236

 

85

 

100

(c)

421

 

Total cost of revenues

 

31,299

 

1,463

 

(457

)

32,305

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

17,218

 

1,869

 

540

 

19,627

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Sales and marketing

 

4,855

 

56

 

96

(b)

5,007

 

Technical operations and development

 

5,627

 

 

331

(b)

5,958

 

General and administrative

 

4,346

 

581

 

130

(b)

5,057

 

Depreciation of property and equipment

 

534

 

19

 

 

553

 

Amortization of intangible assets

 

 

 

560

(c)

560

 

Total expenses

 

15,362

 

656

 

1,117

 

17,135

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

1,856

 

1,213

 

(577

)

2,492

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

Interest income (expense), net

 

462

 

25

 

(203

)(e)

284

 

Other income, net

 

303

 

49

 

 

352

 

Total other income (expenses)

 

765

 

74

 

(203

)

636

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before provision for income taxes

 

2,621

 

1,287

 

(780

)

3,128

 

Provision for (recovery of) income taxes

 

(152

)

558

 

 

406

 

 

 

 

 

 

 

 

 

 

 

 Net income (loss) for the year

 

$

2,773

 

$

729

 

$

(780

)

$

2,722

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per common share

 

$

0.04

 

 

 

 

 

$

0.04

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing basic earnings per common share

 

69,077,329

 

 

 

 

 

72,673,666

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing diluted earnings per common share

 

72,481,204

 

 

 

 

 

76,077,541

 

 

See notes to unaudited pro forma condensed combined statement of operations.




NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE 1.                Transaction and Basis of Presentation . On June 19, 2006 Tucows Inc. (“Tucows”) completed its previously announced acquisition of Mailbank.com, Inc. (“Mailbank”), a privately held Nevada corporation, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated June 15, 2006.  Mailbank, which does business as NetIdentity, owns a portfolio of surname-based domain names that provide consumers with personalized email and web hosting services as well as a portfolio of premium names which it uses to generate direct navigation revenue. The aggregate amount paid by Tucows for acquiring all of the outstanding capital stock of Mailbank was approximately $17.9 million.

The preliminary purchase price was determined as follows:

(in thousands)

 

 

 

Tucows shares

 

$

2,877

 

Cash paid – including $622 paid in July 2006

 

6,707

 

Two-year promissory note by Tucows

 

6,000

 

Six-month promissory note by Tucows

 

2,123

 

Acquisition costs

 

200

 

Total preliminary purchase price

 

$

17,907

 

 

Acquisition costs include Tucows’ estimate of legal and accounting fees and other external costs directly related to the acquisition.

Net assets acquired consist of the following:

(in thousands)

 

 

 

Tangible assets, net of liabilities

 

$

(11

)

Intangible assets

 

17,200

 

Goodwill

 

718

 

Net assets acquired

 

$

17,907

 

 

The amount preliminarily allocated to identified intangible assets consists of the following:

(in thousands)

 

Estimated 
fair value

 

Estimated 
average remaining
useful life

 

Customer and Customer Relationships

 

$

2,800

 

5 Years

 

Surname Domain Names

 

12,100

 

Indefinite

 

Direct Navigation Domain Names

 

2,100

 

Indefinite

 

In-house Software

 

200

 

2 Years

 

Total intangible assets

 

$

17,200

 

 

 

 

Goodwill represents the excess of the purchase price over the fair values of the net tangible and intangible assets acquired. In accordance with SFAS No. 142, Goodwill and other Intangible Assets, goodwill and intangible assets with indefinite useful lives will not be amortized but will instead be tested for impairment annually or more frequently if indicators of potential impairment exist, using a fair-value-based approach. The useful life of an intangible asset with an indefinite life will be reviewed annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite will be made on a prospective basis.

A pro forma balance sheet as of June 30, 2006 is not presented since our June 30, 2006 condensed consolidated balance sheet as previously filed with the Securities and Exchange Commission on our quarterly report on Form 10-Q/A for the quarter ended June 30, 2006, reflects the acquisition of Mailbank.

NOTE 2.                Pro Forma Adjustments

The unaudited pro forma condensed combined financial statements have been prepared as if the acquisition of Mailbank had occurred as of January 1, 2005 for pro forma statement of operations purposes, and reflect the following adjustments:

(a)           To include the results of operations of Mailbank from January 1, 2006 to June 19, 2006, the date that

 




Mailbank was acquired by Tucows. Tucows has included the results of operations of Mailbank for the period from June 20, 2006 to June 30, 2006 in the Tucows historical consolidated financial statements from June 20, 2006 to June 30, 2006.

(b)          To record the reclassification of certain expenses in the presentation of Mailbank’s historical amounts to conform Mailbank’s financial statement basis of presentation to that followed by Tucows.

(c)           To record the amortization of identifiable intangible assets acquired.

(d)          As of the acquisition date, deferred revenues were reduced from $1.9 million to $169,000 in order to adjust deferred revenue to an amount equivalent to the estimated cost plus an appropriate profit margin to perform the services related to the legal performance obligations under Mailbank existing contracts. This adjustment is to record the amortization of the deferred revenue of $169,000.

(e)           To record the decrease in interest income for the period due to the cash payment of $6.7 million related to the acquisition of Mailbank, computed at the average rate of interest earned by Tucows over the same period, and interest expense incurred on the 2 promissory notes payable to Rawleigh H. Ralls IV as the Stockholders’ Representative at rates of 7% and 9% respectively.