News / November 2011

Tucows Announces $10 million Stock Buyback Program

TORONTO, Nov. 9, 2011 – Tucows Inc. (NYSE AMEX:TCX, TSX:TC) today announced that its Board of Directors has approved a stock buyback program to repurchase up to $10 million of Tucows common stock. Tucows has also filed a notice of intention with the Toronto Stock Exchange (“TSX”) to make a normal course issuer bid through the facilities of the TSX. Tucows will have the option to repurchase its shares of common stock either through the facilities of the TSX or the NYSE AMEX Stock Exchange.

The notice filed with the TSX provides that Tucows may, during the twelve-month period commencing November 15, 2011 and ending November 14, 2012, repurchase up to 3,840,000 shares of its common stock, which amount represents approximately 10% of the public float of Tucows. For purposes of any repurchases made on the TSX, Tucows may only purchase up to a maximum of 1,000 shares in any daily trading session, which number represents 25% of the average daily trading volume on the TSX over the six month period ending October 31, 2011, unless the block purchase exception is relied upon. As of November 9, 2011 there were 53,477,524 common shares outstanding. All shares purchased by Tucows under the normal course issuer bid will be cancelled.

The timing and exact number of common shares purchased will be at Tucows’ discretion and will depend on available cash and market conditions. Tucows may suspend or discontinue the repurchases at any time, including in the event Tucows would be deemed to be making an acquisition of its own shares under Rule 13e-3 of the Securities Exchange Act of 1934, as amended. Subject to applicable securities laws and stock exchange rules, all purchases will occur through the open market and may be in large block purchases. Tucows does not intend to purchase its shares from its management team or other insiders.

While Tucows does not intend to purchase its shares from its management team or other insiders, sales by such persons through the facilities of NYSE AMEX or the TSX may occur if the circumstances of any such person or entity change or any such person or entity makes a decision unrelated to these normal course purchases. The benefits to any such person or entity whose shares are purchased would be the same as the benefits available to all other holders whose shares are purchased by Tucows in connection with the normal course issuer bid.

During Tucows’ previous stock buyback program, which ended on September 9, 2010, Tucows repurchased 3,409,300 common shares.

NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.

About Tucows

Tucows is a global Internet services company. OpenSRS manages over eleven million domain names and millions of email boxes through a reseller network of over 12,000 web hosts and ISPs. Hover is the easiest way for individuals and small businesses to manage their domain names and email addresses. YummyNames owns premium domain names that generate revenue through advertising or resale. Butterscotch.com is an online video network building on the foundation of Tucows.com. More information can be found at http://tucowsinc.com.

This news release contains, in addition to historical information, forward-looking statements related to such matters as the timing and total number of shares to be purchased under the proposed buyback program. Such statements are based on management’s current expectations and are subject to a number of uncertainties and risks, which could cause actual results to differ materially from those described in the forward-looking statements. Information about potential factors that could affect Tucows’ business, results of operations and financial condition 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, except to the extent Tucows may be required to update such information under any applicable securities laws, 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.

For further information:
Lawrence Chamberlain
TMX Equicom for Tucows Inc.
(416) 815-0700 ext. 257
lchamberlain@equicomgroup.com

Tucows Inc. Reports Financial Results for Third Quarter of 2011

TORONTO, Nov. 9, 2011 /CNW/ – Tucows Inc. (NYSE AMEX:TCX, TSX:TC), a
global provider of domain names, email and other Internet services, today reported its financial results for the third quarter ended September 30, 2011. All figures are in U.S. dollars.

Summary Financial Results

(Numbers in Thousands of US Dollars, Except Per Share Data)


3 Months

Ended

September 30,

2011

(unaudited)
3 Months

Ended

September 30,

2010

(unaudited)
9 Months

Ended

September 30,

2011

(unaudited)
9 Months

Ended

September 30,

2010

(unaudited)
Net revenue 25,094 21,209 70,695 62,501
Income before provision for income taxes

and change in fair value of forward exchange contracts
1,423 966 3,350 2,784
Net income (loss) for the period (1,152) 1,083 141 880
Net earnings (loss) per common share (0.02) 0.02 0.00 0.01
Net cash provided by operating activities 1,628 1,876 3,215 4,428

Summary of Revenues and Cost of Revenues

(Numbers in Thousands of US Dollars)


Revenue Cost of Revenue
3 Months Ended

September 30,

2011 (unaudited)
3 Months Ended

September 30,

2010 (unaudited)
3 Months Ended

September 30,

2011 (unaudited)
3 Months Ended

September 30,

2010 (unaudited)
OpenSRS:
Domain Service 19,698 16,517 16,470 13,818
Email Service 636 578 74 97
Other services 1,212 1,086 433 417
Total OpenSRS services 21,546 18,181 16,977 14,332
YummyNames 1,785 1,249 179 180
Hover 1,358 1,147 495 380
Butterscotch 405 632 8 12
Network, other costs - - 1,193 1,088
Network, depreciation and amortization costs - - 183 306
Total revenue/cost of revenue 25,094 21,209 19,035 16,298

“The momentum of the first half of 2011 continued into the third quarter, which was highlighted by strong growth and solid cash flow from operations, as well as the acquisition of EPAG Domainservices,” said Elliot Noss, President and Chief Executive Officer, Tucows Inc. “Revenue was up more than 18% year-over-year to a record $25.1 million, with meaningful growth across all key areas of our business. The OpenSRS domain service had another solid quarter with 19% year-over-year growth in registrations and a third consecutive quarter of domain registrations in excess of 2 million. YummyNames and Hover also had strong quarters as we continue to see the positive results of initiatives we have undertaken to grow those businesses. Quarter after quarter, our financial performance underscores the consistency and reliability of our business, combined with our ability to achieve steady growth. We remain well positioned to consistently generate cash flow from operations while introducing new services with minimal impact on operating expenses.”

Net revenue for the third quarter of 2011 increased 18.3% to $25.1 million from $21.2 million for the third quarter of 2010.

Income before provision for income taxes and change in fair value of forward exchange contracts for the third quarter of 2011 increased by $0.5 million, or 47%, to $1.4 million from $966,000 for the third quarter of 2010. Net loss for the third quarter of 2011 was $1.2 million, or $0.02 per share, primarily the result of the impact of the non-cash foreign exchange losses incurred on the fair value of forward exchange contracts. Net income for the third quarter of 2010 was $1.1 million, or $0.02 per share.

Deferred revenue at the end of the third quarter of 2011 was $68.9 million, an increase of 10.6% from $62.3 million at the end of the third quarter of 2010 and an increase of 3.1% from $66.8 million at the end of the second quarter of 2011.

Cash and cash equivalents at the end of the third quarter of 2011 were $4.7 million compared with $5.4 million at the end of the third quarter of 2010 and $4.3 million at the end of the second quarter of 2011. Operating cash flow for the third quarter of 2011 was $1.6 million and the Company borrowed $2.5 million under its amended credit facility with Bank of Montreal to fund the acquisition of EPAG Domainservices GMBH (“EPAG”) in July 2011. In August 2011, the Company repaid $1.0 million of the EPAG loan and during the quarter repaid $320,000 of its previous outstanding balance on its credit facility. In addition, the company invested $139,000 in acquiring property and equipment. As of September 30, 2011, the Company had an amount payable of $1.6 million under its amended credit facility.

Conference Call

Tucows management will host a conference call today, Wednesday, November 9, 2011 at 5:00 p.m. (ET) to discuss the Company’s third quarter 2011 results. Participants can access the conference call via the Internet at www.tucowsinc.com/investors.

For those unable to participate in 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 416-849-0833 or 1-855-859-2056 and enter the pass code 22092643 followed by the pound key. The telephone replay will be available until Wednesday, November 16, 2011 at midnight. To access the archived conference call as an MP3 via the Internet, go to http://tucowsinc.com/investors.

About Tucows

Tucows is a global Internet services company. OpenSRS manages over eleven million domain names and millions of email boxes through a reseller network of over 12,000 web hosts and ISPs. Hover is the easiest way for individuals and small businesses to manage their domain names and email addresses. YummyNames owns premium domain names that generate revenue through advertising or resale. Butterscotch.com is an online video network building on the foundation of Tucows Downloads. More information can be found at http://tucowsinc.com.

This release includes forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. In particular, this release includes forward looking statements regarding our expectations as to our financial results, our future growth and our ability to generate cash and return capital to shareholders. These 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. Information about potential factors that could affect Tucows’ business, results of operations and financial condition is included in the Risk Factors sections of Tucows’ filings with the Securities and Exchange Commission. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements are based on information available to Tucows as of the date they are made. Tucows assumes no obligation to update any forward-looking statements, except as may be required by law.

TUCOWS is a registered trademark of Tucows Inc. or its subsidiaries. All other trademarks and service marks are the properties of their
respective owners.

Tucows Inc.

Consolidated Balance Sheets

(Dollar amounts in U.S. dollars)


September 30, December 31,
2011 2010
(unaudited) (unaudited)
Assets
Current assets:
Cash and cash equivalents $ 4,653,765 $ 4,205,729
Accounts receivable 4,289,462 3,021,995
Prepaid expenses and deposits 3,756,375 2,363,876
Derivative instrument asset, current portion 1,090 833,960
Prepaid domain name registry and ancillary services fees, current
portion
43,005,543 37,016,871
Income taxes recoverable 330,093 620,000
Total current assets 56,036,328 48,062,431
Prepaid domain name registry and ancillary services fees, long-term
portion
12,693,752 12,820,479
Property and equipment 1,313,611 1,552,349
Deferred financing charges 4,500 15,600
Deferred tax asset, long-term portion 3,569,000 4,155,600
Intangible assets 17,741,695 16,883,401
Goodwill 18,873,127 17,990,807
Total assets $ 110,232,013 $ 101,480,667
Liabilities and Stockholders‘ Equity
Current liabilities:
Accounts payable $ $ 1,301,612 $ $ 1,664,006
Accrued liabilities 1,720,279 1,346,436
Customer deposits 3,903,564 3,960,312
Derivative instrument liability current portion 1,193,751 -
Loan payable, current portion 1,559,722 1,305,883
Deferred revenue, current portion 52,372,852 45,832,374
Accreditation fees payable, current portion 562,374 547,810
Deferred tax liability, current portion 569,000 1,155,600
Income taxes payable 200,940 -
Total current liabilities 63,384,094 55,812,421
Derivative instrument liability long-term portion 431,483 -
Deferred revenue, long-term portion 16,564,604 16,738,429
Accreditation fees payable, long-term portion 159,614 168,580
Deferred rent, long-term portion 19,274 -
Deferred tax liability, long-term portion 5,373,600 4,840,000
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; 53,477,874

shares issued and outstanding as of September 30, 2011 and 53,448,591

shares issued and outstanding as of December 31, 2010
11,349,613 11,324,866
Additional paid-in capital 40,938,602 40,700,587
Accumulated other comprehensive income (26,121) -
Deficit (27,962,750) (28,104,216)
Total stockholders’ equity 24,299,344 23,921,237
Total liabilities and stockholders’ equity $ $ 110,232,013 $ $ 101,480,667

Tucows Inc. Tucows Inc.
Consolidated Statements of Operations Consolidated Statements of Operations
(Dollar amounts in U.S. dollars) (Dollar amounts in U.S. dollars)
Three months ended September 30, Nine months ended September 30,
2011 2010 2011 2010
(unaudited) (unaudited)
Net revenues $ 25,094,056 $ 21,209,468 $ 70,695,186 $ 62,501,219
Cost of revenues:

Cost of revenues (*) 17,658,648 14,903,525 49,578,724 42,871,489

Network expenses 1,193,669 1,087,930 3,691,995 3,500,826

Depreciation of property and equipment 159,191 231,253 608,961 794,368

Amortization of intangible assets 23,960 74,802 49,680 224,406

Total cost of revenues 19,035,468 16,297,510 53,929,360 47,391,089
Gross profit 6,058,588 4,911,958 16,765,826 15,110,130
Expenses:

Sales and marketing (*) 1,867,085 1,830,999 5,663,759 5,480,228

Technical operations and development (*) 1,220,953 1,053,768 3,651,782 3,486,718

General and administrative (*) 1,279,082 633,457 3,509,395 2,049,813

Depreciation of property and equipment 48,874 40,239 140,556 127,559

Amortization of intangible assets 201,180 360,540 785,920 1,081,620

Loss (gain) on change in fair value of forward exchange contracts 2,152,243 (141,981) 2,458,104 1,669,031

Total expenses 6,769,417 3,777,022 16,209,516 13,894,969
Income (loss) from operations (710,829) 1,134,936 556,310 1,215,161
Other income (expenses):

Interest (expense) income, net (18,718) (26,917) (38,915) (99,812)

Other income - - 374,977 -

Total other income (expenses) (18,718) (26,917) 336,062 (99,812)
Income (loss) before provision for income taxes (729,547) 1,108,019 892,372 1,115,349
Provision for income taxes 422,592 24,863 750,906 235,105

Net income (loss) for the period $ (1,152,139) $ 1,083,156 $ 141,466 $ 880,244
Basic earnings (loss) per common share $ (0.02) $ 0.02 $ - $ 0.01
Shares used in computing basic earnings (loss) per common share 53,452,205 57,351,161 53,444,959 59,255,739
Diluted earnings (loss) per common share $ (0.02) $ 0.02 $ - $ 0.01
Shares used in computing diluted earnings (loss) per common share 53,452,205 59,185,793 55,748,777 61,223,369
(*) Stock-based compensation has been included in expenses as follows:

Network expenses $ 5,808 $ 6,557 $ 17,170 $ 15,759

Sales and marketing $ 22,695 $ 30,358 $ 67,155 $ 71,589

Technical operations and development $ 13,020 $ 19,058 $ 40,122 $ 51,903

General and administrative $ 79,364 $ 99,813 $ 124,170 $ 174,437

Tucows Inc. Tucows Inc.
Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows
(Dollar amounts in U.S. dollars) (Dollar amounts in U.S. dollars)
Three months ended September 30, Nine months ended September 30,
2011 2010 2011 2010
(unaudited) (unaudited)
Cash provided by (used in):

Operating activities:
Net income (loss) for the period $ (1,152,139) $ 1,083,156 $ 141,466 $ 880,244

Items not involving cash:

Depreciation of property and equipment 208,065 271,492 749,517 921,927

Amortization of deferred financing charges 3,000 6,000 11,100 20,100

Amortization of intangible assets 225,140 435,342 835,600 1,306,026

Decrease in deferred tax liability (18,400) - (18,400) -

Deferred rent 5,310 - 19,274 -

Disposal of domain names 8,816 5,084 29,907 17,090

Unrealized loss (gain) in the fair value of forward contracts 2,152,243 (141,981) 2,458,104 1,669,031

Stock-based compensation 120,887 155,786 248,617 313,688

Changes in non-cash operating working capital:

Accounts receivable 412,735 53,373 (715,829) (510,232)

Prepaid expenses and deposits 264,660 489,843 (958,989) 61,356

Prepaid fees for domain name registry and ancillary services fees (1,074,068) (2,355,886) (4,823,650) (5,786,558)

Income taxes recoverable 173,008 (165,000) 333,008 127,000

Accounts payable (531,095) (244,194) (327,272) (443,624)

Accrued liabilities (113,972) (231,633) 267,595 (264,317)

Customer deposits 170,762 240,907 (86,941) 78,147

Deferred revenue 788,835 (14,435) 5,046,102 6,023,890

Accreditation fees payable (15,607) 2,287,739 6,185 13,882

Net cash provided by operating activities 1,628,180 1,875,593 3,215,394 4,427,650

Financing activities:

Proceeds received on exercise of stock options 10,685 - 14,145 14,809

Repurchase of common stock - - - (6,914,792)

Proceeds received on loan payable 2,530,000 (478,561) 2,530,000 (1,435,682)

Repayment of loan payable (1,319,040) - (2,276,161) -

Net cash provided by (used in) financing activities 1,221,645 (478,561) 267,984 (8,335,665)

Investing activities:

Additions to property and equipment (138,909) (33,111) (629,935) (292,790)

Acquisition of EPAG Domainservices GMBH, net of cash acquired (2,392,461) - (2,392,461) -

Net cash used in investing activities (2,531,370) (33,111) (3,022,396) (292,790)

Foreign exchange loss on cash held in foreign currencies (12,946) - (12,946) -

Increase (decrease) in cash and cash equivalents 305,509 1,363,921 448,036 (4,200,805)

Cash and cash equivalents, beginning of period 4,348,256 4,067,668 4,205,729 9,632,394

Cash and cash equivalents, end of period $ 4,653,765 $ 5,431,589 $ 4,653,765 $ 5,431,589

Supplemental cash flow information:

Interest paid $ 18,890 $ 27,001 $ 39,197 $ 99,798

Supplementary disclosure of non-cash investing activity:

Property and equipment acquired during the period not yet paid for $ 124,979 $ 146,158 $ 124,979 $ 146,158

For further information:

Lawrence Chamberlain
TMX Equicom for Tucows Inc.
(416) 815-0700 ext. 257
lchamberlain@equicomgroup.com

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