2024 Q2 TCX financial statements.pdf

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

June 30, 2024 December 31, 2023
(unaudited) (audited)
Assets
Current assets:
Cash and cash equivalents $ 39,280 $ 92,687
Restricted cash 4,050 3,639
Accounts receivable 17,965 22,206
Contract asset, net 31 1,417
Inventory 5,544 6,786
Prepaid expenses and deposits 21,118 17,387
Derivative instrument asset 184 2,277
Deferred costs of fulfillment, current portion 100,333 95,649
Income taxes recoverable 441 709
Total current assets 188,946 242,757
Deferred costs of fulfillment, long-term portion 15,684 15,419
Investments 2,012 2,012
Secured notes reserve funds receivable 8,868 8,652
Property and equipment, net 354,232 339,644
Right of use lease asset 28,898 27,467
Contract costs 2,461 2,581
Intangible assets, net 26,700 29,484
Goodwill 130,410 130,410
Total assets $ 758,211 $ 798,426
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 11,233 $ 12,676
Accrued liabilities 33,157 35,356
Customer deposits 18,437 19,335
Derivative instrument liability, current portion 13 -
Operating lease liability, current portion 5,462 5,397
Deferred revenue, current portion 134,037 126,733
Accreditation fees payable 616 609
Income taxes payable 1,236 1,235
Total current liabilities 204,191 201,341
Deferred revenue, long-term portion 21,537 21,350
Operating lease liability, long-term portion 19,222 18,255
Syndicated revolver 198,632 210,354
Notes payable 224,689 222,895
Redeemable preferred units 120,042 111,390
Deferred tax liability 2,966 2,966
Stockholders' deficit:
Common stock - no par value, 250,000,000 shares authorized; 10,957,269 shares issued and outstanding as of June 30, 2024 and 10,903,405 shares issued and outstanding as of December 31, 2023 35,527 34,373
Additional paid-in capital 16,662 14,072
Accumulated deficit (85,386) (40,298)
Accumulated other comprehensive income 129 1,728
Total stockholders' deficit (33,068) 9,875
Total liabilities and stockholders' deficit $ 758,211 $ 798,426

Consolidated Statements of Operations and Comprehensive Income
(Dollar amounts in thousands of U.S. dollars)

Three months ended June 30, Six months ended June 30,
2024 2023 2024 2023
(unaudited) (unaudited)
Net revenues $89,423 $84,978 $176,880 $165,408
Cost of revenues:
Direct cost of revenues 51,328 50,743 103,122 100,033
Network, other costs 6,862 6,993 13,926 13,316
Network, depreciation of property and equipment 10,057 8,757 19,922 17,193
Network, amortization of intangible assets 366 379 731 757
Network, impairment of property and equipment - 74 53 2,016
Total cost of revenues 68,613 66,946 137,754 133,315
Gross profit 20,810 18,032 39,126 32,093
Expenses:
Sales and marketing(*) $14,746 $16,020 $33,311 $31,757
Technical operations and development(*) 4,522 4,581 9,538 9,396
General and administrative(*) 9,188 8,084 19,006 16,275
Depreciation of property and equipment 116 150 238 302
Amortization of intangible assets 835 2,230 2,149 4,724
Loss(gain) on currency forward contracts - 68 - 23
Total expenses 29,407 31,133 64,242 62,477
Income from operations (8,597) (13,101) (25,116) (30,384)
Other income (expenses):
Interest expense, net (12,553) (10,501) (24,432) (18,381)
Loss on debt extinguishment - (14,680) - (14,680)
Income earned on sale of transferred assets, net 3,357 4,289 6,978 8,659
Other income (expense), net 409 - 476 -
Total other income (expenses) (8,787) (20,892) (16,978) (24,402)
Loss before provision for income taxes (17,384) (33,993) (42,094) (54,786)
Provision for income taxes 1,220 (3,025) 2,994 (4,735)
Net loss for the period (18,604) (30,968) (45,088) (50,051)
Other comprehensive income, net of tax
Unrealized income(loss) on hedging activities (304) 578 (1,430) 646
Net amount reclassified to earnings - (390) (169) (626)
Other comprehensive income net of tax expense(recovery) (304) 188 (1,599) 20
Comprehensive loss, net of tax for the period $(18,908) $(30,780) $(46,687) $(50,031)
Basic and diluted loss per common share $(1.70) $(2.86) $(4.12) $(4.63)
Shares used in computing basic and diluted loss per common share 10,954,596 10,836,652 10,939,098 10,821,608
(*) Stock-based compensation has been included in expenses as follows:
Network expenses $133 $118 $252 $286
Sales and marketing $519 $648 $1,059 $1,255
Technical operations and development $208 $142 $422 $446
General and administrative $842 $1,144 $1,842 $2,311

Consolidated Statements of Cash Flows
(Dollar amounts in thousands of U.S. dollars)
Three months ended June 30, Six months ended June 30,

Three months ended June 30, Six months ended June 30,
2024 2023 2024 2023
(unaudited) (unaudited)
Cash provided by:
Operating activities:
Net loss for the period $ (18,604) $ (30,968) $ (45,088) $ (50,051)
Items not involving cash:
Depreciation of property and equipment 10,173 8,907 20,160 17,495
Impairment of property and equipment - 74 53 2,016
Amortization of debt discount and issuance costs 1,075 893 2,142 1,131
Amortization of intangible assets 1,201 2,609 2,880 5,481
Net amortization contract costs 157 (208) 120 (357)
Deferred income taxes (recovery) 94 (3,413) 479 (6,123)
Excess tax benefits on pre-based compensation expense -11 - - (1)
Net Right of use operating equity/Operating lease liability (136) (15) (399) (97)
Disposal of domain names - - 2 -
Accretion of redeemable preferred units 4,140 3,338 7,895 6,375
Loss on debt extinguishment - 14,680 - 14,680
Loss on change in the fair value of forward contracts - 879 - 1,624
Amortization of discontinued cash flow hedge - (572) - (1,144)
Stock based compensation expense 1,702 2,052 3,575 4,298
Undistributed earnings of equity method investee (350) - (350) -
Change in non-cash operating working capital:
Accounts receivable 1,718 661 4,241 (5,108)
Contract assets 93 693 1,386 2,884
Inventory 551 (1,261) 1,242 (516)
Prepaid expenses and deposits (4,626) (2,117) (3,381) (3,443)
Deferred costs of fulfillment 70 472 (4,949) (3,484)
Income taxes recoverable (898) (1,374) (633) (856)
Accounts payable (1,845) (4,943) (1,527) (5,099)
Accrued liabilities (185) 5,220 (4,844) 4,294
Customer deposits 657 3,322 (898) 3,665
Deferred revenue 467 (464) 7,491 5,839
Accreditation Fees Payable (71) (52) 7 (341)
Net cash provided by (used in) operating activities (4,708) (1,587) (10,386) (6,838)
Financing activities:
Proceeds from issuance of notes payable - 227,258 - 227,258
Redeemable preferred units redemption - (45,718) - (45,718)
Proceeds from redeemable preferred units - 5,000 - 35,000
Deferred notes payable financing costs - (6,745) - (6,745)
Deferred preferred financing costs - - - 145
Contingent payments for acquisitions - - - (1,600)
Repayment of dividend received (6,500) (7,000) (12,000) (9,800)
Payment of syndicated revolver costs (19) (11) (19) (316)
Net cash provided by (used in) financing activities (6,519) 172,784 (12,019) 198,224
Investing activities:
Additions to property and equipment (15,957) (23,158) (30,277) (54,904)
Acquisition of intangible assets (2) (217) 98 (383)
Net cash used in investing activities (15,959) (23,375) (30,179) (55,287)
(Decrease) increase in cash and cash equivalents (27,186) 147,821 (52,584) 136,099
Cash and cash equivalents, restricted cash, and restricted cash equivalents beginning of period 79,384 11,773 104,978 23,496
Cash and cash equivalents, restricted cash, and restricted cash equivalents end of period $ 52,198 $ 159,594 $ 52,394 $ 159,595
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents
Cash and cash equivalents 39,280 147,864 39,280 147,864
Restricted cash included in funds held for trustee 4,050 3,361 4,050 3,361
Restricted cash included in secured notes reserve funds receivable 8,868 8,370 8,868 8,370
Total Cash and cash equivalents, restricted cash, and restricted cash 52,198 159,595 52,198 159,595
Supplemental cash flow information:
Interest paid $ 8,495 $ 6,442 $ 17,504 $ 10,327
Income taxes paid, net $ 2,132 $ 1,474 $ 2,827 $ 1,975
Supplementary disclosure of non-cash investing and financing activities:
Property and equipment acquired during the period not yet paid for $ 5,251 $ 2,638 $ 5,251 $ 2,638

(In Thousands of U.S. Dollars)
(unaudited)

(In Thousands of U.S. Dollars) (unaudited) Three months ended June 30, Six months ended June 30,
(In Thousands of U.S. Dollars) (unaudited) 2024(unaudited) 2023(unaudited) 2024(unaudited) 2023(unaudited)
Net Loss for the period $ (18,604) $ (30,968) $ (45,088) $ (50,051)
Less:
Provision (recovery) for income taxes 1,220 (3,025) 2,994 (4,735)
Depreciation of property and equipment 10,173 8,907 20,160 17,495
Impairment and loss on disposition of property and equipment - 74 53 2,016
Amortization of intangible assets 1,201 2,609 2,880 5,481
Interest expense, net 12,553 10,501 24,432 18,381
Loss on debt extinguishment - 14,680 - 14,680
Stock-based compensation 1,702 2,052 3,575 4,298
Unrealized loss(gain)on foreign exchange revaluation of foreign denominated monetary assets and liabilities 164 (126) 554 (84)
Acquisition and other costs 1 769 691 3,820 944
Adjusted EBITDA $ 9,178 $ 5,395 $ 13,380 $ 8,425