v3.25.4
Schedule I - Condensed Financial Information of Parent Company
12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Condensed Financial Information of Parent Company Only Disclosure [Text Block]

CONDENSED FINANCIAL STATEMENTS OF TUCOWS INC. 

 

(PARENT COMPANY)

 

All operating activities of Tucows Inc. (the “Parent Company”) are primarily conducted by its operating subsidiaries, Tucows.com Co (“Tucows.com Co”), Enom LLC ("Enom"), EPAG Domainservices GmbH (“EPAG”), Ascio Technologies, Corp (“Ascio”), Ting Inc. (“Ting Inc”), Wavelo, Inc. (“Wavelo”) and Ting Fiber, LLC (“Ting Fiber”), Ting Internet, LLC ("Ting Internet"), Simply Bits, LLC ("Simply Bits"), Zippytech, LLC ("Zippytech"), Ting-Memphis Co, ("Ting Memphis").

 

The Parent Company holds a direct 100% ownership interest in Tucows (Delaware) Inc. ("Tucows Delaware"), which holds the Parent Company’s interest in its operating subsidiaries. The Parent Company is a holding company that does not conduct any substantive business operations and does not have any assets or liabilities other than cash and cash equivalents, accounts receivables, prepaid expenses, intangible assets, derivative instruments, accounts payables, accrued liabilities, investments in its subsidiaries and due to related party. The operations of Ting Fiber, LLC are partially funded through Redeemable preferred units which have restrictions on the ability to pay dividends, loan funds and make other upstream distributions to the Parent Company without prior approval by the holder of the Redeemable preferred units.

 

These Condensed Parent Company financial statements have been prepared using the same accounting principles and policies described in the notes to the Consolidated Financial Statements. Refer to the Consolidated Financial Statements and notes presented above for additional information and disclosures with respect to these condensed financial statements. 

 

PARENT COMPANY INFORMATION 

 

TUCOWS INC

 

SCHEDULE I - CONDENSED BALANCE SHEETS

(Dollar amounts in thousands of U.S. dollars)

 

  

December 31, 2025

  December 31, 2024 
         

Assets

        

Cash and cash equivalents

 $19,350  $7,634 

Prepaid expenses and deposits

  582   711 

Income taxes recoverable

  714   571 

Investment in non-controlled entities

  2,012   2,012 

Intangible assets

  -   59 

Total Assets

  22,658   10,987 
         

Liabilities

        

Accrued liabilities

  1,483   1,611 

Income taxes payable

  143   - 

Customer deposits

  -   188 

Equity in net deficit of subsidiaries

  84,666   20,373 

Due to related parties

  88,520   72,370 

Deferred tax liability

  12,046   11,745 

Total Liabilities

  186,858   106,287 
         

Equity

        

Share capital

  38,308   36,581 

Additional paid-in capital

  23,526   19,241 

Accumulated surplus (deficit)

  (225,977)  (150,158)

Accumulated other comprehensive Income

  (57)  (964)

Total Equity

  (164,200)  (95,300)

Total Liabilities and Equity

 $22,658  $10,987 

 

 

The accompanying notes to the condensed financial statements are an integral part of these financial statements

 

PARENT COMPANY INFORMATION 

 

TUCOWS INC

 

SCHEDULE I - CONDENSED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(Dollar amounts in thousands of U.S. dollars)

 

  

For the year ended December 31,

 
  

2025

  

2024

  

2023

 
             

Income (loss) of equity method investments

 $(67,105) $(99,393) $(101,352)

Operating expenses

  (8,487)  (8,726)  (8,192)

Interest income (expense)

  -   1   1,016 

Income tax recovery

  (227)  (1,742)  12,331 

Net income (loss)

  (75,819)  (109,860)  (96,197)

Other comprehensive income (loss) - Parent Company

  -   -   (848)

Other comprehensive income (loss) - Subsidiaries

  907   (2,692)  1,792 

Comprehensive income (loss)

 $(74,912) $(112,552) $(95,253)

 

 

The accompanying notes to the condensed financial statements are an integral part of these financial statements

 

PARENT COMPANY INFORMATION 

 

TUCOWS INC

 

SCHEDULE I - CONDENSED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands of U.S. dollars)

 

  

For the year ended December 31,

 
  

2025

  

2024

  

2023

 
             

Operating activities

            

Net income (loss)

 $(75,819) $(109,860) $(96,197)

Non-cash items affecting net income

            

Stock-based compensation

  4,107   5,288   6,035 

Deferred income taxes (recovery)

  301   755   (11,804)

Amortization of discontinued cash flow hedge from Accumulated other income

  -   -   (1,144)

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

  -   -   1,624 

Undistributed earnings of equity method investments

  67,105   99,393   101,352 

Changes in non-cash balances related to operations

            

Accounts receivable

  -   -   381 

Prepaid expenses and deposits

  128   (99)  (82)

Income taxes recoverable

  (143)  (63)  1,208 

Income taxes payable

  143   -   - 

Accounts payable

  -   (147)  (492)

Accrued liabilities

  (127)  1,151   195 

Customer deposits

  (188)  187   - 

Cash from operating activities

  (4,493)  (3,395)  1,076 
             

Financing activities

            

Net proceeds received from (paid to) subsidiaries

  16,150   3,978   2,078 

Cash from financing activities

  16,150   3,978   2,078 
             

Investing activities

            

Transfer of intangible assets

  59   -   - 

Cash from investing activities

  59   -   - 
             

Increase (decrease) in cash and cash equivalents

  11,716   583   3,154 
             

Cash and cash equivalents, beginning of period

  7,634   7,051   3,897 

Cash and cash equivalents, end of year

 $19,350  $7,634  $7,051 

 

 

The accompanying notes to the condensed financial statements are an integral part of these financial statements

 

SCHEDULE I - NOTES TO THE CONDENSED FINANCIAL STATEMENTS

 

NOTE 1. BASIS OF PRESENTATION

 

Tucows Inc. (the “Parent Company”) is a holding company that conducts substantially all of its business operations through its subsidiaries. The Parent Company holds a direct 100% ownership interest in Tucows (Delaware) Inc., which holds the Parent Company’s interest in Tucows.com Co (“Tucows.com Co”), Enom LLC ("Enom"), EPAG Domainservices GmbH (“EPAG”), Ascio Technologies, Corp (“Ascio”), Ting Inc. (“Ting Inc”), Wavelo, Inc. (“Wavelo”) and Ting Fiber, LLC (“Ting Fiber”).

 

The Parent Company was incorporated under the laws of the Commonwealth of Pennsylvania in November 1992 under the name Infonautics, Inc. In August 2001, we completed our acquisition of Tucows Inc., a Delaware corporation, and we changed our name from Infonautics, Inc. to Tucows Inc. 

 

The Parent Company was established to allocate capital and manage internet and telecom infrastructure businesses.  Through its operating subsidiaries, the Parent Company offers a broad range of services including fixed Internet access, billing and subscription management platform services for communication service providers and distribution of global internet services through the provision of domain name registrations, digital certificates and email services.

 

As of December 31, 2025, Ting Fiber LLC, had restricted net assets of $(120.3) million. These restrictions primarily limit our ability to transfer funds from our subsidiaries without violating contractual agreements. The Company continuously evaluates the impact of these restrictions on liquidity and capital resource planning.

 

The Company operates within a consolidated tax group, comprising the Parent Company and its wholly-owned subsidiaries. Deferred taxes are not separately identified and recorded at the parent level. 

 

No dividends have been received from any of our subsidiaries in the past three years.

 

Change in basis of presentation for Investments in non controlled entities account and adjustment of prior period reported amounts

 

Certain immaterial amounts in the 2024 Parent Company Condensed Financial Statements have been adjusted to change the basis of presentation of the Investments in non-controlled entities. These changes had no impact on total net income and total shareholders' equity previously reported in the comparative figures presented in the Parent Company Condensed Financial Statements.

 

NOTE 2. COMMITMENTS AND CONTINGENCIES 

 

The Parent Company and its subsidiaries, excluding Ting Fiber, LLC, have revolving credit facilities through third-party financial institutions. The total available amount on the credit facilities is $240 million, and as of December 31, 2025, $190.4 million was drawn on the credit facilities. The Parent Company had no other material commitments or contingencies during the reported periods.

 

NOTE 3. SHARE CAPITAL 

 

The Company's authorized common share capital is 250 million shares of common stock without nominal or par value. As of December 31, 2025, and 2024, the number of outstanding shares of common stock was 11,111,453 and 11,014,655, respectively. The Parent Company issued 96,798, 111,250, and 86,295 common stock during the twelve months ended  December 31, 2025, December 31, 2024 and December 31, 2023, respectively related to stock-based compensation. The Parent Company retired NIL common stock during each of the twelve months ended  December 31, 2025, December 31, 2024 and  December 31, 2023, related to stock options exercised.