FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For February 12, 2004 Commission File Number: 0-30204 Internet Initiative Japan Inc. (Translation of registrant's name into English) Jinbocho Mitsui Bldg. 1-105 Kanda Jinbo-cho, Chiyoda-ku, Tokyo 101-0051, Japan (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F [ X ] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as per-mitted by Regulation S-T Rule 101(b)(1): ____ Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as per-mitted by Regulation S-T Rule 101(b)(7): ____ Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the reg-istrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a mate-rial event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [ X ] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATMENT ON FORM F-3 (FILE NO. 333-12696) OF INTERNET INITIATIVE JAPAN INC. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED. EXHIBIT INDEX Exhibit Date Description of Exhibit _______ ____ ______________________ 1 2/12/2004 IIJ Announces Positive Quarterly Operating and Net Income for Third Quarter Results for the Year Ending March 31, 2004 SIGNATURES 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, thereunto duly authorized. Internet Initiative Japan Inc. Date: February 12, 2004 /s/ Koichi Suzuki ______________________________________ Koichi Suzuki President, Chief Executive Officer and Representative Director Exhibit 1 IIJ Announces Positive Quarterly Operating and Net Income for Third Quarter Results for the Year Ending March 31, 2004 NEW YORK--(BUSINESS WIRE)--Feb. 11, 2004--TOKYO, Feb. 12, 2004-- Internet Initiative Japan Inc. (Nasdaq: IIJIE) ("IIJ"), one of Japan's leading Internet access and comprehensive network solutions providers, today announced its financial results for the 3rd quarter of the fiscal year ending March 31, 2004 ("fiscal 2003"). Third Quarter 2003 Highlights(1) 3rd Quarter 2003: -- IIJ recorded positive quarterly operating income for the first time since 4Q01; and net income for the first time since its Initial Public Offering ("IPO") in August 1999. -- Revenues totaled JPY 9,633 million ($ 89.9 million), an increase of 4.9% from JPY 9,185 million in 2Q03, though a decrease of 8.8% compared to 3Q02. The increase from 2Q03 is mainly due to increased revenues from SI and value-added services. -- Operating income was JPY 236 million ($ 2.2 million), a significant improvement from the operating losses of 830 million in 2Q03 and JPY 567 million in 3Q02. This was mainly due to increased SI profitability and reduced backbone costs. -- Adjusted EBITDA(2) was JPY 1,218 million ($ 11.4 million), an increase from an adjusted EBITDA of JPY 126 million in 2Q03 and JPY 349 million in 3Q02. -- Income before income tax was JPY 1,806 million ($ 16.9 million), a substantial improvement from the loss before tax of JPY 987 million in 2Q03. The improvement was primarily a result of positive operating income of JPY 236 million, an extraordinary gain of JPY 1,572 million that was generated by the sale in the Company's stake in DLJdirect SFG Securities Inc. ("DLJdirect SFG Securities") and a gain of JPY 89 million that came from repurchasing and canceling a portion of IIJ's convertible notes that are due in 2005. -- Net income was JPY 1,979 million ($ 18.5 million), a marked improvement from the net losses of JPY 278 million in 2Q03 and JPY 2,266 million in 3Q02. -- IIJ expects quarterly operating income in 4Q03 to remain positive as a result of its efforts to increase the revenues of high margin services and further reduce costs. Overview of 3rd Quarter FY2003 Financial Results and Business Outlook(3) Financial Results and Business Outlook "3Q03 was quite remarkable for us," said Koichi Suzuki, President and CEO of IIJ. "We achieved both positive quarterly operating income for the first time since 4Q01 and positive quarterly net income for the first time since our IPO. Our breakthrough to profitability was the result of our successful efforts at cutting costs while increasing revenues from our more profitable services. Though the competition in the Japanese market is still severe, we plan to capitalize on our industry leading skills to continue to increase revenues and seek higher profitability on a continuous basis by actively providing and developing services that meet the demands of corporate customers for advanced network solutions. We are receiving many sales leads, particularly in our Network Integration business which we expect to become one of the main drivers of our future growth." "In this quarter, we were particularly successful at reducing our backbone costs which contributed to improved connectivity service profitability," said Yasuhiro Nishi, CFO of IIJ. "In our SI business, revenue from operational outsourcing services increased steadily and contributed to improved operating income. Operating income would have turned positive even without the recovery related to a previously reserved accounts receivable of Crosswave Communications Inc., formerly written-off but now became collectible. Net income turned positive as a result of operating income turning positive and the approximately JPY 1.6 billion of gain on the sale of shares of DLJdirect SFG Securities. We expect operating income to remain positive during 4Q03." 3rd Quarter FY2003 Financial Results Revenues Revenues in 3Q03 totaled JPY 9,633 million, a decrease of 8.8% from JPY 10,564 million in 3Q02 and an increase of 4.9% from JPY 9,185 million in 2Q03. Table 1. Revenues (JPY in millions) ---------------------------------------------------------------------- Revenues 3Q03 3Q02 YoY 2Q03 QoQ % % change change ---------------------------------------------------------------------- Connectivity and value-added services: ---------------------------------------------------------------------- Dedicated access services 3,204 3,404 (5.9%) 3,236 (1.0%) ---------------------------------------------------------------------- Dial-up access services 780 776 0.4% 784 (0.5%) ---------------------------------------------------------------------- Total Connectivity Services 3,984 4,180 (4.7%) 4,020 (0.9%) ---------------------------------------------------------------------- Value-added services 1,125 913 23.2% 1,081 4.0% ---------------------------------------------------------------------- Other 525 468 12.3% 536 (2.1%) ---------------------------------------------------------------------- Total Connectivity and value-added services 5,633 5,561 1.3% 5,637 (0.1%) ---------------------------------------------------------------------- Systems integration revenues 2,889 3,684 (21.6%) 2,549 13.3% ---------------------------------------------------------------------- Equipment sales 1,111 1,319 (15.8%) 999 11.2% ====================================================================== Total revenues 9,633 10,564 (8.8%) 9,185 4.9% ---------------------------------------------------------------------- Connectivity and value-added services revenues were JPY 5,633 million in 3Q03, an increase of 1.3% compared to 3Q02 and almost flat compared to 2Q03. Table 2. Connectivity Services (JPY in millions) ---------------------------------------------------------------------- Connectivity Services YoY QoQ 3Q03 3Q02 % 2Q03 % change change ---------------------------------------------------------------------- Dedicated access services: ---------------------------------------------------------------------- IP Service + DC (connectivity) 2,485 2,548 (2.5%) 2,485 0.0% ---------------------------------------------------------------------- Others(4) 719 856 (16.0%) 751 (4.3%) ---------------------------------------------------------------------- Total Dedicated Access Services 3,204 3,404 (5.9%) 3,236 (1.0%) ---------------------------------------------------------------------- Dedicated access service revenues were JPY 3,204 million in 3Q03, a decrease of 5.9% compared to 3Q02 and a slight decrease of 1.0% compared to 2Q03. IP Service, including Data Center Connectivity services, decreased by 2.5% in 3Q03 compared to 3Q02 but stayed nearly flat compared to 2Q03. Customers continued to shift from dedicated line-based connectivity services such as IIJ T1 Standard and IIJ Economy Service to lower-cost broadband services such as IIJ FiberAccess/F Service (Maximum 10-100Mbps), However, the increase in IIJ FiberAccess/F Service did not offset the decrease in IIJ T1 Standard and IIJ Economy Service. Table 3. Number of Contracts ---------------------------------------------------------------------- 3Q03 3Q02 2Q03 ---------------------------------------------------------------------- IP Services 64kbps - 128kbps 76 130 79 ---------------------------------------------------------------------- 192kbps - 768kbps 22 37 23 ---------------------------------------------------------------------- 1Mbps - 2Mbps 226 279 226 ---------------------------------------------------------------------- 3Mbps - 1.2Gbps 381 212 336 ---------------------------------------------------------------------- Number of Contracts of DC Connectivity Services 188 139 184 ---------------------------------------------------------------------- Other 5,991 3,922 5,402 ====================================================================== Total Dedicated Access Services 6,884 4,719 6,250 ---------------------------------------------------------------------- IIJ4U (Dial-up access services for retail market) 69,688 82,193 72,560 ---------------------------------------------------------------------- Other Dial-Up Access Services 597,232 370,543 563,086 ====================================================================== Total Dial-Up Access Services 666,920 452,736 635,646 ====================================================================== Table 4. Number of Contract Bandwidth (Unit: Gbps) ---------------------------------------------------------------------- 3Q03 3Q02 2Q03 ---------------------------------------------------------------------- Dedicated Access Services 60.3 23.3 51.6 ---------------------------------------------------------------------- DC Connectivity Services 15.5 7.0 15.1 ====================================================================== Total Contract Bandwidth 75.8 30.3 66.7 ====================================================================== Dial-up access service revenues were JPY 780 million in 3Q03, an increase of 0.4% compared to 3Q02 and a decrease of 0.5% compared to 2Q03. The steady revenue growth of OEM services, including the CDN platform and NTT's regional L-mode service, mostly offset the decrease in IIJ4U service revenues. Value-added service revenues were JPY 1,125 million in 3Q03, an increase of 23.2% compared to 3Q02 and an increase of 4.0% compared to 2Q03. These increases were mainly due to revenue increases from security related services and IIJ VPN standard services. Table 5. Value-added Services (JPY in millions) ---------------------------------------------------------------------- Value-Added Services 3Q03 3Q02 YoY 2Q03 QoQ % % change change ---------------------------------------------------------------------- Internet Data Center services 373 359 3.7% 371 0.3% ---------------------------------------------------------------------- Other value-added services 752 554 35.8% 710 6.0% ====================================================================== Total Value-Added Service Revenues 1,125 913 23.2% 1,081 4.0% ---------------------------------------------------------------------- Systems integration services revenues decreased 21.6% to JPY 2,889 million in 3Q03 compared to 3Q02 but recovered 13.3% compared to 2Q03 due to an increase in recurring fees of outsourcing services such as mail and web gateway services. Equipment sales revenues were JPY 1,111 million in 3Q03, a decrease of 15.8% compared to 3Q02 and an increase of 11.2% compared to 2Q03. Cost and expenses Cost of total revenues was JPY 8,125 million in 3Q03, a decrease of 15.4% compared to 3Q02, and a decrease of 2.5% compared to 2Q03. Table 6. Costs and Expenses (JPY in millions) ---------------------------------------------------------------------- Costs and expenses: 3Q03 3Q02 YoY 2Q03 QoQ % % change change ---------------------------------------------------------------------- Cost of Revenues: ---------------------------------------------------------------------- Cost of connectivity and value- added services 4,877 5,180 (5.9%) 5,127 (4.9%) ---------------------------------------------------------------------- Cost of systems integration 2,198 3,173 (30.7%) 2,275 (3.4%) ---------------------------------------------------------------------- Cost of equipment sales 1,050 1,254 (16.3%) 935 12.3% ---------------------------------------------------------------------- Total of Cost of Revenues 8,125 9,607 (15.4%) 8,337 (2.5%) ---------------------------------------------------------------------- Sales and marketing 699 894 (21.8%) 1,100 (36.4%) ---------------------------------------------------------------------- General and administrative 486 512 (4.9%) 482 0.9% ---------------------------------------------------------------------- Research and development 87 117 (25.6%) 96 (9.5%) ====================================================================== Total costs and expenses 9,397 11,130 (15.6%) 10,015 (6.2%) ---------------------------------------------------------------------- Cost of connectivity and value-added services was JPY 4,877 million, a decrease of 5.9% compared to 3Q02 and a decrease of 4.9% compared to 2Q03. The gross margin ratio for connectivity and value-added services in 3Q03 was 13.4%, compared to 6.9% in 3Q02 and 9.1% in 2Q03. The improvement in gross margin compared to 2Q03 was a result of our continuous efforts to reduce backbone costs. Table 7. Backbone Costs (JPY in millions) ---------------------------------------------------------------------- Backbone Costs 3Q03 3Q02 YoY 2Q03 QoQ % % Change Change ---------------------------------------------------------------------- International Backbone Costs 156 432 (63.9%) 247 (36.9%) ---------------------------------------------------------------------- Domestic Backbone Costs 939 902 4.1% 993 (5.5%) ---------------------------------------------------------------------- International backbone costs were JPY 156 million, a decrease of 63.9% compared to 3Q02 and a decrease of 36.9% compared to 2Q03 as we continued to benefit from our efforts to optimize our network. Domestic backbone costs were JPY 939 million, an increase of 4.1% compared to 3Q02 and a decrease of 5.5% compared to 2Q03. The year-over-year increase was due to an increase in connection fees with NTT's regional access networks (FLET'S), along with our broadband strategy of strengthening our backbone network to provide various broadband network services and solutions nationwide. The quarter-over-quarter decrease reflects a decline in backbone prices, which offset an increase in connection fees with FLET'S. Cost of SI Revenues was JPY 2,199 million in 3Q03, a decrease of 30.7% compared to 3Q02 and a decrease of 3.4% compared to 2Q03. The gross margin for SI improved to 23.9% in 3Q03 compared to 13.9% in 3Q02 and 10.7% in 2Q03. The gross margin in 3Q03 improved compared to 2Q03 because of an improvement in profitability in SI development contracts and an increase in outsourcing service revenues. Sales and Marketing Expenses were JPY 699 million in 3Q03, a decrease of 21.8% compared to 3Q02 and a decrease of 36.4% compared to 2Q03. The 2Q03 expenses included the write-off of JPY 287 million in accounts receivable from Crosswave Communications Inc. ("Crosswave"). In 3Q03, JPY 71 million of the amount that was written-off became collectible. This amount was recorded as income as a result of the reversal of allowance for doubtful receivables from Crosswave. General and administrative expenses were JPY 486 million in 3Q03, a decrease of 4.9% compared to 3Q02 and an increase of 0.9% compared to 2Q03. Operating income (loss) Operating income increased to JPY 236 million in 3Q03 compared to a loss of JPY 567 million in 3Q02 and a loss of JPY 830 million in 2Q03. The improvement from 2Q03 is due to improved profitability in SI, cost reduction for international and domestic backbones and the expected collection of a portion of accounts receivable from Crosswave which required the reversal of related services, that were previously written-off. Other income for 3Q03 was JPY 1,570 million, compared to other expenses of JPY 228 million in 3Q02 and JPY 157 million in 2Q03. IIJ recorded a gain on the sale of its shares of DLJdirect SFG Securities, which amounted to JPY 1,572 million and gains from the repurchase and subsequent retirement before maturity of convertible notes, which amounted to JPY 89 million in 3Q03. Income tax benefit (expense) for 3Q03 was a benefit of JPY 280 million, compared to an expense of JPY 138 million in 3Q02 and a benefit of JPY 572 million in 2Q03. This is due to a decrease in the valuation allowance for deferred tax assets attributable primarily to the income tax effect of increasing unrealized gains during the quarter on certain available-for-sale securities. Equity in net loss of equity method investees amounted to JPY 58 million in 3Q03, compared to JPY 1,375 million in 3Q02, and JPY 50 million in 2Q03. Net income was JPY 1,979 million in 3Q03, compared to net losses of JPY 2,266 million in 3Q02 and JPY 278 million in 2Q03. The improvement from 3Q02 is primarily due to the absence in equity method net loss in Crosswave, and the improvement from 2Q03 is due to the return of positive operating income, the gain on the sale of the shares of DLJdirect SFG Securities and the retirement of convertible notes. Basic net income per ADS equivalent was JPY 25.83 in 3Q03, compared to a net loss of JPY 50.40 in 3Q02 and JPY 5.04 in 2Q03. Table 8. Other Financial Statistics (JPY in millions) ---------------------------------------------------------------------- Other Financial Statistics 3Q03 3Q02 YoY 2Q03 QoQ % % Change Change ---------------------------------------------------------------------- Adjusted EBITDA(5) 1,218 349 249.2% 126 863.5% ---------------------------------------------------------------------- CAPEX, including capitalized leases(6) 508 1,519 (66.5%) 579 (12.3%) ---------------------------------------------------------------------- Depreciation and amortization(7) 1,004 943 6.5% 984 2.1% ====================================================================== Reconciliation of Non-GAAP Financial Measures The following table summarizes the reconciliation of adjusted EBITDA to net income according to the consolidated statements of operations that are prepared and presented in accordance with U.S. generally accepted accounting principles in Appendix 1: Table 9. Adjusted EBITDA (JPY in millions) ---------------------------------------------------------------------- 3Q03 3Q02 2Q03 ---------------------------------------------------------------------- Adjusted EBITDA 1,218 349 126 ---------------------------------------------------------------------- Depreciation and amortization(8) (982) (916)(956) ---------------------------------------------------------------------- Operating income (loss) 236 (567)(830) ====================================================================== Other income (expenses) 1,570 (228)(157) ---------------------------------------------------------------------- Income tax expense (benefit) (280) 138 (572) ---------------------------------------------------------------------- Minority interests in consolidated subsidiaries (49) 42 187 ---------------------------------------------------------------------- Equity in net income (loss) of equity method investees (58)(1,375) (50) ====================================================================== Net income (loss) 1,979 (2,266)(278) ---------------------------------------------------------------------- The following table summarizes the reconciliation of capital expenditures to purchase of property and equipment according to the consolidated statements of cash flows that are prepared and presented in accordance with U.S. generally accepted accounting principles in Appendix 4: Table 10. CAPEX (JPY in millions) ---------------------------------------------------------------------- 3Q03 3Q02 2Q03 ---------------------------------------------------------------------- Capital expenditures 508 1,519 579 ---------------------------------------------------------------------- Acquisition of assets by entering into capital leases 168 1,014 431 ---------------------------------------------------------------------- Purchase of property and equipment 340 505 148 ---------------------------------------------------------------------- 3rd Quarter FY2003 Business Review Service Development Development of new high-performance routers for cost effective site connectivity network: In November 2003, IIJ announced the development of the latest model of the SEIL series of high-performance routers. The router supports higher throughput to maximize utilization of broadband circuits and enhanced VPN functionality with hardware processing to help customers build more cost effective site connectivity networks over the Internet. New movement against spam: In January 2004, IIJ and IIJ America Inc. started to move against email message abuse. IIJ and IIJ America participated in founding a working group against spam with 19 other international telecommunications companies, Internet Service Providers (ISPs) and related businesses. The kick-off meeting was held in December 2003, and it aims to develop measures that will combat spam emails and other unethical uses of the Internet. Introducing new technology to JP DNS Service in cooperation with JPRS: In January 2004, IIJ announced the introduction of IP Anycast technology to JP Domain Name System (DNS) Service with Japan Registry Service (JPRS). This is the first case of this technology being applied to JP DNS Service and it enables more redundancy and effectiveness for users to access the mail servers and websites with ".jp" domain names. Network Infrastructure Development In 3Q03, IIJ continued to enhance its Internet backbone to maintain the network quality that it provides to its customers. This quarter, IIJ installed one new circuit and upgraded one circuit for the international backbone, and installed one new circuit and upgraded three circuits for the domestic backbone. IIJ is considering cost effectiveness and overall profitability in undertaking the upgrades. Finance Repurchase and cancellation of convertible notes: On November 19, 2003, IIJ announced that it had repurchased a portion of its convertible notes that were to be due in 2005 and cancelled them. As a result, IIJ recorded a one-time gain of JPY 89 million. Key Developments of the IIJ Group Outsourcing Solutions: In 3Q03, IIJ Technology continued to expand its variety of outsourcing solutions. "SoMail" is a large-scale mail system solution that helps customers with more than thousand employees to build a mail server with system extensibility, reliability and stability by adapting open-source-based software. Enhanced Version of Data Integration Service is the world's first platform service that serves as an Internet-based purchasing system (IBPS) top layer and EAI service provider. IBPS Web Application Inspection Service is a service that checks the security vulnerabilities that occur when implementing Web applications. These solutions are provided in cooperation with the vendors with each area's specialty. Teleconference/Webcast On February 12 at 9:00 am (EST), IIJ will host a conference call to discuss the Company's results and outlook. There will be a simultaneous webcast available at www.vcall.com. A replay will also be available at the same URL. Company Information Founded in 1992, Internet Initiative Japan Inc. (IIJ, NASDAQ: IIJIE) is one of Japan's leading Internet-access and comprehensive network solutions providers. The company has built one of the largest Internet backbone networks in Japan, and between Japan and the United States. IIJ and its group of companies provide total network solutions that mainly cater to high-end corporate customers. Services range from the delivery of new generation network services over an optical-fiber infrastructure that is optimized for data communications, to the construction of pan-Asian IP backbone networks. The company also offers high-quality systems integration and security services, Internet access, hosting/housing, and content design. Statements made in this press release regarding IIJ's or management's intentions, beliefs, expectations, or predictions for the future are forward-looking statements that are based on IIJ's and managements' current expectations, assumptions, estimates and projections about its business and the industry. These forward-looking statements, such as statements regarding 4Q03 total revenues and operating profitability, are subject to various risks, uncertainties and other factors that could cause IIJ's actual results to differ materially from those contained in any forward-looking statement. These risks, uncertainties and other factors include: IIJ's expectation that net losses will continue or may increase; IIJ's ability to raise additional capital to cover its accumulated deficit; IIJ's ability to continue to increase subscribers to its connectivity services, particularly at higher bandwidths; IIJ's ability to generate significant revenues from its other services such as systems integration; the ability to compete in a rapidly evolving and competitive marketplace; the impact of technological changes in its industry; and other risks referred to from time to time in IIJ's filings on Form 20-F of its annual report and other filings with the United States Securities and Exchange Commission. Tables to follow (1)Unless otherwise stated, all financial figures discussed in this announcement are prepared in accordance with U.S. GAAP. All financial figures are unaudited, consolidated, and represent comparisons between the three-month period ended December 31, 2003, and the equivalent three-month period ended December 31, 2002. For all 3Q03 results, translations of Japanese yen amounts into US dollars are solely for the convenience of readers outside of Japan and have been made at the rate of JPY 107.13 = US$1.00, the approximate exchange rate on December 31, 2003. (2)Please refer to the Reconciliation of Non-GAAP Financial Measures on page 6. (3)This Overview and Business Outlook contains forward-looking statements and projections such as statements regarding 4Q03 total revenues and operating profitability that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include, but are not limited to, the factors noted at the end of this release and to the risk factors and other information contained in IIJ's filings on Form 20-F and Form 6-K, as well as other filings and documents furnished to the Securities and Exchange Commission. IIJ plans to keep this press release publicly available on its Web site (www.iij.ad.jp), but may discontinue this practice at any time. IIJ intends to publish its next Overview and Business Outlook in its 4Q03 earnings release, presently scheduled for May 2004. (4)Others are IIJ FiberAccess/F Service, IIJ Ether Standard, IIJ DSL/F Service, IIJ T1 Standard and IIJ Economy Service. (5)Please refer to the Reconciliation of Non-GAAP Financial Measures below. (6)Please refer to the Reconciliation of Non-GAAP Financial Measures below. (7)Depreciation and amortization includes amortization of issuance cost of convertible notes. (8)Depreciation and amortization excludes amortization of issuance cost of convertible notes that was presented as other expenses. Appendix 1 INTERNET INITIATIVE JAPAN INC. -------------------------------- CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED) ---------------------------------------------------- For the Three Months Ended Dec 31, 2003, Dec 31, 2002 and Sept 30, 2003 (Expressed in Thousands of Japanese Yen (JPY) and U.S. Dollars (USD) Except for Per Share and ADS Data) (1) Year-over-year Comparison Dec 31, 2003 ------------------------------- % of Total USD (1) JPY Revenues ------------------------------- Revenues: Connectivity and value-added services: Dedicated access services 29,908 3,204,046 33.3% Dial-up access services 7,277 779,544 8.1 Value-added services 10,497 1,124,596 11.7 Other 4,902 525,106 5.4 ------------------------------- Total connectivity and value-added services 52,584 5,633,292 58.5 Systems integration revenues 26,966 2,888,936 30.0 Equipment sales 10,370 1,110,927 11.5 ------------------------------- Total revenues 89,920 9,633,155 100.0 ------------------------------- Costs and expenses: Cost of connectivity and value-added services 45,522 4,876,741 50.6 Cost of systems integration revenues 20,523 2,198,668 22.8 Cost of equipment sales 9,798 1,049,663 10.9 ------------------------------- Total costs 75,843 8,125,072 84.3 Sales and marketing 6,524 698,948 7.3 General and administrative 4,540 486,332 5.1 Research and development 812 86,966 0.9 ------------------------------- Total costs and expenses 87,719 9,397,318 97.6 ------------------------------- Operating income(loss) 2,201 235,837 2.4 ------------------------------- Other income(expenses) 14,655 1,569,957 16.3 ------------------------------- Income(Loss) before income tax expense(benefit) 16,856 1,805,794 18.7 ------------------------------- Income tax expense(benefit) (2,618) (280,406) (2.9) Minority interests in consolidated subsidiaries (455) (48,710) (0.5) Equity in net loss of equity method investees (545) (58,354) (0.6) ------------------------------- Net income(loss) 18,474 1,979,136 20.5% =============================== Basic Net Income(Loss) Per Share 51,658 Basic Net Income(Loss) Per ADS Equivalent 25.83 Weighted Average Number of Shares 38,312 Weighted Average Number of ADS Equivalents 76,623,702 Year-over-year Comparison Dec 30, 2002 ------------------------------- % of Total YOY JPY Revenues Chg % ------------------------------- Revenues: Connectivity and value-added services: Dedicated access services 3,404,016 32.2% (5.9%) Dial-up access services 776,173 7.4 0.4 Value-added services 913,152 8.6 23.2 Other 467,629 4.4 12.3 ------------------------------- Total connectivity and value-added services 5,560,970 52.6 1.3 Systems integration revenues 3,683,978 34.9 (21.6) Equipment sales 1,318,630 12.5 (15.8) ------------------------------- Total revenues 10,563,578 100.0 (8.8) ------------------------------- Costs and expenses: Cost of connectivity and value-added services 5,179,920 49.0 (5.9) Cost of systems integration revenues 3,173,211 30.0 (30.7) Cost of equipment sales 1,254,073 11.9 (16.3) ------------------------------- Total costs 9,607,204 90.9 (15.4) Sales and marketing 894,340 8.5 (21.8) General and administrative 511,604 4.9 (4.9) Research and development 116,950 1.1 (25.6) ------------------------------- Total costs and expenses 11,130,098 105.4 (15.6) ------------------------------- Operating income(loss) (566,520) (5.4) (141.6) ------------------------------- Other income(expenses) (228,058) (2.1) (788.4) ------------------------------- Income(Loss) before income tax expense(benefit) (794,578) (7.5) (327.3) ------------------------------- Income tax expense(benefit) 137,936 1.3 (303.3) Minority interests in consolidated subsidiaries 41,813 0.4 (216.5) Equity in net loss of equity method investees (1,375,338) (13.0) (95.8) ------------------------------- Net income(loss) (2,266,039) (21.4%)(187.3%) =============================== Basic Net Income(Loss) Per Share (100,802) Basic Net Income(Loss) Per ADS Equivalent (50.40) Weighted Average Number of Shares 22,480 Weighted Average Number of ADS Equivalents 44,960,000 Sequential Comparison Sep 30, 2003 ------------------------------- % of Total QOQ JPY Revenues Chg % ------------------------------- Revenues: Connectivity and value-added services: Dedicated access services 3,236,405 35.2% (1.0%) Dial-up access services 783,589 8.5 (0.5) Value-added services 1,080,876 11.8 4.0 Other 536,389 5.9 (2.1) ------------------------------- Total connectivity and value-added services 5,637,259 61.4 (0.1) Systems integration revenues 2,549,379 27.7 13.3 Equipment sales 998,621 10.9 11.2 ------------------------------- Total revenues 9,185,259 100.0 4.9 ------------------------------- Costs and expenses: Cost of connectivity and value-added services 5,126,708 55.8 (4.9) Cost of systems integration revenues 2,275,704 24.8 (3.4) Cost of equipment sales 934,711 10.2 12.3 ------------------------------- Total costs 8,337,123 90.8 (2.5) Sales and marketing 1,099,560 12.0 (36.4) General and administrative 482,218 5.2 0.9 Research and development 96,118 1.0 (9.5) ------------------------------- Total costs and expenses 10,015,019 109.0 (6.2) ------------------------------- Operating income(loss) (829,760) (9.0) (128.4) ------------------------------- Other income(expenses) (157,294) (1.7)(1,098.1) ------------------------------- Income(Loss) before income tax expense(benefit) (987,054) (10.7) (282.9) ------------------------------- Income tax expense(benefit) (571,642) (6.2) (50.9) Minority interests in consolidated subsidiaries 186,931 2.0 (126.1) Equity in net loss of equity method investees (49,945) (0.5) 16.8 ------------------------------- Net income(loss) (278,426) (3.0%) (810.8%) =============================== Basic Net Income(Loss) Per Share (10,082) Basic Net Income(Loss) Per ADS Equivalent (5.04) Weighted Average Number of Shares 27,617 Weighted Average Number of ADS Equivalents 55,233,050 Note (1):The translation of Japanese yen amounts into US dollar amounts with respect to the three months ended Dec 31, 2003 are included solely for the convenience of readers outside Japan and have been made at the rate of JPY 107.13 =$1, the approximate rate of exchange on Dec 31, 2003. Appendix 2 INTERNET INITIATIVE JAPAN INC. ----------------------------- CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED) ------------------------------------------------ For the Nine Months Ended Dec 31, 2003 and Dec 31, 2002 (Expressed in Thousands of Japanese Yen (JPY) and U.S. Dollars (USD) Except for Per Share and ADS Data) (1) Year-over-year Comparison Dec 31, 2003 ------------------------------- % of Total USD (1) JPY Revenues ------------------------------- Revenues: Connectivity and value-added services: Dedicated access services 91,120 9,761,680 35.9% Dial-up access services 21,754 2,330,551 8.6 Value-added services 29,802 3,192,670 11.8 Other 14,760 1,581,204 5.8 ------------------------------- Total connectivity and value-added services 157,436 16,866,105 62.1 Systems integration revenues 73,240 7,846,238 28.9 Equipment sales 22,871 2,450,117 9.0 ------------------------------- Total revenues 253,547 27,162,460 100.0 ------------------------------- Costs and expenses: Cost of connectivity and value-added services 142,235 15,237,607 56.1 Cost of systems integration revenues 63,453 6,797,764 25.0 Cost of other equipment sales 21,426 2,295,320 8.5 ------------------------------- Total costs 227,114 24,330,691 89.6 Sales and marketing 25,871 2,771,562 10.2 General and administrative 14,754 1,580,597 5.8 Research and development 2,606 279,182 1.0 ------------------------------- Total costs and expenses 270,345 28,962,032 106.6 ------------------------------- Operating loss (16,798)(1,799,572) (6.6) ------------------------------- Other income(expenses) 11,278 1,208,265 4.4 ------------------------------- Loss before income tax expense(benefit) (5,520) (591,307) (2.2) ------------------------------- Income tax expense(benefit) (11,594)(1,242,083) (4.6) Minority interests in consolidated subsidiaries 3,670 393,107 1.5 Equity in net loss of equity method investees: Equity method net loss (912) (97,740) (0.4) Impairment loss on investment, advances and deposits for Crosswave (16,055)(1,719,981) (6.3) ------------------------------- Net loss (7,223) (773,838) (2.8%) =============================== Basic Net Loss Per Share (26,198) Basic Net Loss Per ADS Equivalent (13.10) Weighted Average Number of Shares 29,538 Weighted Average Number of ADS Equivalents 59,076,611 Year-over-year Comparison Dec 31, 2002 ------------------------------- % of Total YoY JPY Revenues Chg % ------------------------------- Revenues: Connectivity and value-added services: Dedicated access services 10,473,722 33.8% (6.8%) Dial-up access services 2,390,179 7.7 (2.5) Value-added services 2,671,448 8.6 19.5 Other 1,344,530 4.4 17.6 ------------------------------- Total connectivity and value-added services 16,879,879 54.5 (0.1) Systems integration revenues 10,107,204 32.6 (22.4) Equipment sales 3,994,039 12.9 (38.7) ------------------------------- Total revenues 30,981,122 100.0 (12.3) ------------------------------- Costs and expenses: Cost of connectivity and value-added services 15,353,621 49.6 (0.8) Cost of systems integration revenues 8,842,530 28.5 (23.1) Cost of other equipment sales 3,778,191 12.2 (39.2) ------------------------------- Total costs 27,974,342 90.3 (13.0) Sales and marketing 2,386,931 7.7 16.1 General and administrative 1,543,002 5.0 2.4 Research and development 301,304 1.0 (7.3) ------------------------------- Total costs and expenses 32,205,579 104.0 (10.1) ------------------------------- Operating loss (1,224,457) (4.0) 47.0 ------------------------------- Other income(expenses) (909,141) (2.9)(232.9) ------------------------------- Loss before income tax expense(benefit) (2,133,598) (6.9) (72.3) ------------------------------- Income tax expense(benefit) 814,109 2.6 (252.6) Minority interests in consolidated subsidiaries 131,909 0.4 198.0 Equity in net loss of equity method investees: Equity method net loss (4,371,424) (14.1) (97.8) Impairment loss on investment, advances and deposits for Crosswave ------------------------------- Net loss (7,187,222) (23.2%)(89.2%) =============================== Basic Net Loss Per Share (319,716) Basic Net Loss Per ADS Equivalent (159.86) Weighted Average Number of Shares 22,480 Weighted Average Number of ADS Equivalents 44,960,000 Note (1):The translations of Japanese yen amounts into US dollar amounts with respect to the year ended Dec 31, 2003 are included solely for the convenience of readers outside Japan and have been made at the rate of JPY 107.13 =$1, the approximate rate of exchange on Dec 31, 2003. Appendix 3 INTERNET INITIATIVE JAPAN INC. ------------------------------ CONSOLIDATED BALANCE SHEETS(UNAUDITED) --------------------------------------- As of Dec 31, 2003, Dec 31, 2002 and Sept 30, 2003 (Expressed in Thousands of Japanese Yen (JPY) and U.S. Dollars (USD))(1) Dec 31, 2003 ------------------------------------------- USD (1) JPY % ------------------------------------------- ASSETS --------------------------- Current Assets: Cash and cash equivalent 113,326 12,140,595 31.5% Accounts receivable, net 61,982 6,640,226 17.3 Inventories 1,832 196,252 0.5 Prepaid expenses 8,171 875,338 2.3 Other current assets 3,657 391,766 1.0 ------------------------------------------- Total current assets 188,968 20,244,177 52.6 Investments in and Advances to Equity Method Investees 9,560 1,024,126 2.7 Other Investments 54,344 5,821,912 15.1 Property and Equipment, net 78,861 8,448,327 22.0 Restricted Cash Guarantee Deposits 19,382 2,076,387 5.4 Other Assets 7,934 849,954 2.2 ------------------------------------------- Total assets 359,049 38,464,883 100.0% =========================================== LIABILITIES AND --------------------------- SHAREHOLDERS' EQUITY(CAPITAL DEFICIENCY) --------------------------- Current Liabilities: Short-term borrowings 63,142 6,764,410 17.6% Accounts payable 43,047 4,611,586 12.0 Accrued expenses 4,798 513,996 1.3 Other current liabilities 5,554 594,974 1.5 Long-term borrowings- current portion 18,177 1,947,309 5.1 Capital lease obligations- current portion 22,548 2,415,596 6.3 ------------------------------------------- Total current liabilities 157,266 16,847,871 43.8 Long-term Borrowings 18,160 1,945,434 5.0 Convertible Notes 110,445 11,832,000 30.7 Capital Lease Obligations- Noncurrent 26,155 2,801,993 7.3 Accrued Retirement and Pension Costs 631 67,557 0.2 Other Noncurrent Liabilities 1,683 180,329 0.5 ------------------------------------------- Total liabilities 314,340 33,675,184 87.5 ------------------------------------------- Minority Interest 4,540 486,388 1.3 ------------------------------------------- Shareholders' Equity(Capital Deficiency): Common stock(2) 128,492 13,765,372 35.8 Additional paid-in capital(2) 220,645 23,637,628 61.5 Accumulated deficit (330,992)(35,459,129) (92.2) Accumulated other comprehensive income 22,025 2,359,503 6.1 Treasury stock (1) (63) 0.0 ------------------------------------------- Total shareholders' equity(capital deficiency) 40,169 4,303,311 11.2 Total liabilities and shareholders' equity(capital deficiency) 359,049 38,464,883 100.0% ========= =========== ============== Dec 31, 2002 Sep 30, 2003 ------------------------------------------- JPY % JPY % ------------------------------------------- ASSETS --------------------------- Current Assets: Cash and cash equivalent 4,270,613 11.4% 11,782,935 30.7% Accounts receivable, net 7,305,169 19.5 6,726,563 17.5 Inventories 813,863 2.2 268,519 0.7 Prepaid expenses 882,854 2.4 654,269 1.7 Other current assets 135,828 0.4 464,418 1.2 ------------------------------------------- Total current assets 13,408,327 35.9 19,896,704 51.8 Investments in and Advances to Equity Method Investees 4,522,602 12.1 1,106,062 2.9 Other Investments 3,461,695 9.2 5,513,137 14.3 Property and Equipment, net 8,898,123 23.8 9,108,783 23.7 Restricted Cash 5,000,000 13.4 Guarantee Deposits 1,369,596 3.7 2,080,764 5.4 Other Assets 699,998 1.9 728,580 1.9 ------------------------------------------- Total assets 37,360,341 100.0% 38,434,030 100.0% =========================================== LIABILITIES AND --------------------------- SHAREHOLDERS' EQUITY(CAPITAL DEFICIENCY) --------------------------- Current Liabilities: Short-term borrowings 4,510,000 12.1% 4,304,906 11.2% Accounts payable 5,852,779 15.7 4,856,325 12.6 Accrued expenses 364,366 1.0 489,568 1.3 Other current liabilities 570,719 1.5 410,577 1.1 Long-term borrowings- current portion 1,200,000 3.2 2,946,377 7.7 Capital lease obligations- current portion 2,424,701 6.5 2,588,505 6.7 ------------------------------------------- Total current liabilities 14,922,565 40.0 15,596,258 40.6 Long-term Borrowings 3,400,000 9.1 1,982,612 5.2 Convertible Notes 15,000,000 40.1 15,000,000 39.0 Capital Lease Obligations- Noncurrent 3,463,132 9.3 3,198,073 8.3 Accrued Retirement and Pension Costs 75,047 0.2 69,794 0.2 Other Noncurrent Liabilities 184,847 0.5 193,043 0.5 ------------------------------------------- Total liabilities 37,045,591 99.2 36,039,780 93.8 ------------------------------------------- Minority Interest 900,837 2.4 437,678 1.1 ------------------------------------------- Shareholders' Equity(Capital Deficiency): Common stock(2) 7,082,336 18.9 13,765,372 35.8 Additional paid-in capital(2) 17,068,353 45.7 23,637,628 61.5 Accumulated deficit (25,395,691)(68.0)(37,438,265)(97.4) Accumulated other comprehensive income 658,915 1.8 1,991,900 5.2 Treasury stock (63) 0.0 ------------------------------------------- Total shareholders' equity(capital deficiency) (586,087) (1.6) 1,956,572 5.1 Total liabilities and shareholders' equity(capital deficiency) 37,360,341 100.0% 38,434,030 100.0% =================================== Note (1): The translation of Japanese yen amounts into US dollar amounts with respect to Dec 31, 2003 are included solely for the convenience of readers outside Japan and have been made at the rate of JPY107.13 =$1, the approximate rate of exchange on Dec 31, 2003. Note (2): New 12,615 shares have been issued on Sep 17, 2003, in the net proceeds of JPY11,886,887. Appendix 4 INTERNET INITIATIVE JAPAN INC. -------------------------------------- CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED) ------------------------------------------------------------ For the Three Months Ended Dec 31, 2003, Dec 31, 2002 and Sept 30, 2003 (Expressed in Thousands of Japanese Yen (JPY) and U.S. Dollars (USD)) (1) Dec 31, Dec 31, Sept 30, 2003 2002 2003 ----------------- -------- ---------- USD (1) JPY JPY JPY ------------------- ---------- ----------- Operating Activities: Net income (loss) 18,474 1,979,136 (2,266,039) (278,426) Depreciation and amortization 9,374 1,004,236 942,854 983,736 Provision for doubtful accounts (377) (40,428) 59,019 313,968 Equity method net loss 545 58,354 1,375,338 49,945 Minority interests in net income (loss) of consolidated subsidiaries 455 48,710 (41,813) (186,931) Foreign exchange losses 115 12,279 32,834 3,282 Gain on retirement of convertible bonds (830) (88,975) - - Net losses (gains) on other investments (14,301)(1,532,033) - 50,490 Decrease (increase) in accounts receivable 1,292 138,452 493,961 (1,100,671) Increase (decrease) in accounts payable (656) (70,261) 1,033,939 216,306 Decrease (increase) in inventories 674 72,267 (398,092) 72,432 Deferred income taxes (2,672) (286,208) 132,230 (577,444) Other (1,957) (209,740) (111,975) (73,111) ----------------------------------------- Net cash provided by (used in) operating activities 10,136 1,085,789 1,252,256 (526,424) ----------------------------------------- Investing Activities: Purchase of property and equipment (3,170) (339,621) (505,169) (148,007) Proceeds from sales of other investment 18,173 1,946,875 - 122,650 Purchase of other investments (56) (6,039) (28,377) (304,517) Refund of guarantee deposits-net 6 727 22,972 1,199 Other (2) (225) (30,506) 9,875 ----------------------------------------- Net cash provided by (used in) investing activities 14,951 1,601,717 (541,080) (318,800) ----------------------------------------- Financing Activities: Repayments of long- term borrowings (9,673)(1,036,247) (200,000) (36,017) Repurchase of convertible notes (28,446)(3,047,460) - - Principal payments under capital leases (6,267) (671,339) (651,546) (671,376) Net increase (decrease) in short- term borrowings 22,958 2,459,505 (322,254)(1,370,436) Proceeds from issuance of common stock - - - 11,886,887 ----------------------------------------- Net cash provided by (used in) financing activities (21,428)(2,295,541)(1,173,800) 9,809,058 ----------------------------------------- Effect of Exchange Rate Changes on Cash (320) (34,305) (39,516) 94 ----------------------------------------- Net Increase (Decrease) in Cash 3,339 357,660 (502,140) 8,963,928 ----------------------------------------- Cash, Beginning of Period 109,987 11,782,935 4,772,753 2,819,007 ----------------------------------------- Cash, End of Period 113,326 12,140,595 4,270,613 11,782,935 ========================================= Note (1): The translations of Japanese yen amounts into US dollar amounts with respect to the three months ended Dec 31, 2003 are included solely for the convenience of readers outside Japan and have been made at the rate of JPY107.13 =$1, the approximate rate of exchange on Dec 31, 2003. CONTACT: Internet Initiative Japan Inc. Taisuke Ono/Hiroaki Tsuno, 81-3-5259-6500 ir@iij.ad.jp