Elliot Noss - President and CEO Mike Cooperman - CFO Hilda Kelly - IR

Thanos Moschopoulos - BMO Nesbitt Burns David Shore - Desjardins Securities

Thank you, operator. Good afternoon, everyone and thanks for joining us for today's call.

With me is Elliot Noss, Tucows' President and Chief Executive Officer; and Michael Cooperman, our Chief Financial Officer. Today following market close, Tucows issued a news release reporting the Company's results for the first quarter of fiscal 2006 ended March 31, 2006.

The news release is available on our corporate website, www.tucowsinc.com, under the heading ‘What's New at Tucows’, or by clicking on Investor Relations and then on Quarterly Financials. You can also contact me directly for a copy of the news release by telephone at 416-538-5493 or by email at [email protected] and I will send it to you.

If you would like to receive future news releases by email, again, please contact me. Before we begin today, I'd like to point out that the matters we will be discussing include forward-looking statements, and as such, are subject to risks and uncertainties that could cause actual results to differ materially.

These risk factors are described in detail in our documents filed with the SEC; specifically, the most recent reports on Form 10-K and 10-Q. We urge you to read our securities filings for a full description of the risk factors applicable to our business.

I would now like to turn the call over to Elliot.

Thank you, Hilda. Good afternoon and thanks for joining us today.

Today's call will follow our usual format. I'll begin with an overview of the highlights of what was a strong first quarter; Mike will then provide a detailed review of our financial results for the quarter; and finally, I will return to discuss some of our future plans.

Let me begin with the financial highlights for the quarter. The first quarter was one of the strongest quarters in our history from both an operational and a financial perspective.

Net revenue for the quarter increased almost 30% to $15.3 million, compared to the first quarter of last year. This was our best quarter ever, and adjusting for the one-time accounting transaction in the third quarter of fiscal 2004, it was our 12th consecutive quarter of revenue growth.

Deferred revenue at the end of the quarter increased 15% compared to the same point the previous year, to a record $41.1 million. I'll note that compared to the preceding quarter, deferred revenue increased 8%, which is a rather large gain, reflecting a strong quarter in terms of domain registrations and digital certificates.

Turning to our profitability, there were a number of items during the quarter that are not ongoing in nature, the largest of which were the integration costs related to the acquisition of the Critical Path hosted email assets. Excluding these items, adjusted EBITDA -- which Mike will discuss more in a few minutes -- grew 48% compared to the first quarter of last year, and 56% compared to Q4 of last year; and, as a percentage of revenue, increased to 10% from 9% a year ago.

We recorded our 18th consecutive quarter of positive cash flow from operations at $1.8 million. There is one other metric that I would like to share with you that really demonstrates important progress in executing our strategy.

Over the past couple of years, we have talked a number of times about our stated intention to grow the proportion of gross margin from Internet services, other than domain names, to 25%. Obviously, with the contribution of the hosted messaging business that we acquired from Critical Path, that process has been greatly accelerated.

I am pleased to report that as a result of the acquisition, as well as continued growth in our other Internet services, that number climbed to 46% in the first quarter. We expect it to reach and hold around the 50% mark throughout the remainder of the year.

Over time, as our other Internet services grow at a faster pace than domain registrations -- which we fully expect -- that number will continue to grow beyond that 50% level. Now some other key developments during the quarter.

There are a couple of operational highlights for the quarter that I would like to discuss before turning the call over to Mike. As I mentioned a moment ago, on January 3rd, we completed the acquisition of the hosted email assets of Critical Path, including the customer base, hosted email infrastructure and other related assets.

The acquisition further diversified our revenue stream, added a significant base of new customers and expanded our infrastructure, making us a leader in hosted email; especially hosted email for Internet service providers and web hosting companies. The integration is progressing quite well.

We were right on target in terms of transition-related costs in the first quarter. In terms of transition costs in the second quarter, we do expect to be just slightly higher than what we discussed in the last conference call.

However, that is for all of the right reasons. Specifically, sales have ramped up a little faster than we had expected.

Accordingly, we're hanging on to some transitional resources a little longer than originally planned, to ensure that we appropriately support this business. Much of the expertise that we are retaining for longer than expected is related to migrations.

I have to tell you that everyone inside the business has been pleasantly surprised with both our success in retaining existing business and how quickly this transaction has had an impact on our sales pipeline. We now have a strong base of reference customers.

We now have a track record. It is true -- both for existing and new clients -- that the combination of the new platform and book of business, along with the Tucows name and reputation and our strength in building and maintaining relationships, are all resulting in a strong synergistic effect.

Another area of our business that has exceeded expectations is our recently launched expired domains business. This is a very dynamic space that has undergone radical change over the last 12 to 24 months, and which we expect will continue to change in the next 12 to 24 months.

Again this week, we saw another significant pool of institutional capital enter this market. By our count, the fourth such pool of capital in the last 12 to 18 months.

While the dynamic nature of the space makes our expired names business difficult to predict, I think it is safe to say that a lot of our initial assumptions about both service provider and end user responses to the way that we are approaching the market have been borne out. Our expectations in terms of both ramp-up of transactions and financial results have been met and even exceeded.

In terms of expired domain names, revenue is generated from two separate sources: parked pages or pay-per-click revenue and sales of secondary domain names. Now, those sales might be by way of auction or by way of an integrated marketplace for the sale of domain names.

The revenue from the sale of secondary market domain names will be categorized with Other Internet Services in our financials. We are categorizing pay-per-click revenue with revenue from our content business.

You will see this revenue on our income statement in the Advertising and Other revenue line. The rationale for this is that the internal drivers for parked pages and content revenue are the same: user sessions, unique users and searches.

The external drivers are also the same: growth in Internet advertising. Financially, they perform very similarly in that they are both extremely high margin businesses.

To be clear, we are not trying to obscure what is going on in our content business, and we will continue to provide some visibility into this going forward. I note that in the current quarter, we are starting to see some of the fruits of our labor from the changes that we have made over time to that content business.

It is also important to note that with parked pages revenue, there are increasing returns to scale. By that, I mean what is typical in this type of business is that as your level of business gets higher, your revenue share from your supplier of leads gets better.

So not only will this revenue stream grow in its own right, but as it grows, the returns will also improve. With that, I'd like to turn the call over to Mike.

Thanks, Elliot. The first quarter marked a strong beginning to 2006, as we delivered solid financial performance highlighted by record revenue, growth in adjusted EBITDA, continued generation of positive cash flow from operations and continued growth in deferred revenue.

This was the first quarter that included results of the acquisition of the Critical Path hosted messaging assets. As Elliot mentioned, we are pleased to be able to report that the integration is progressing well and remains on track to be substantially completed by the end of the second quarter, per our plan.

Net revenue for the first quarter of fiscal 2006 increased by 30% to $15.3 million from $11.8 million for the first quarter of fiscal 2005. Net revenue from domain name and other Internet services -- which we previously referred to as ancillary services -- increased by 33% to $14.4 million from $10.8 million.

Revenue from other Internet services accounted for 18.5% of revenue, up 12 percentage points from 7.2% for the first quarter of last year. Revenue from domain names, while up 16% on an absolute basis, accounted for just 76% of revenue, down 9 percentage points from 84.5% for the first quarter of last year.

This shift in sales mix between domain name and other Internet services revenue was primarily as a result of the contribution from hosted email. Revenue from advertising and other content sources for the first quarter decreased 14% to 844,000 from 981,000 for the first quarter of last year; and, as a proportion of total revenue, fell to 5.5% from 8.3% for the first quarter of last year.

As Elliot mentioned, however, we have begun to see a positive trend emerging for this revenue stream and we expect this number to recover back to levels we experienced before the redesign within the next few quarters. We look forward to the return of this revenue stream to a meaningful growth rate.

To assist those analyzing our financials, in our last 10-K we began providing additional cost of revenue data. For the first quarter, cost of domain names as a proportion of total cost of revenues fell to 76.3% from 89.7% for the first quarter of last year.

The primary reason for this decrease was an increase in network costs to support the increased footprint we require to support hosted email as a result of the Critical Path acquisition, which I will discuss in more detail later. Other Internet services accounted for 5.7% of total cost of revenues, up from 4.6% for the first quarter of last year, and reflects the large contribution from other Internet services.

Gross margin for the quarter was 31%, down from 38% for the first quarter of 2005 and down from 35% for the fourth quarter of last year. A number of factors contributed to this decrease: First, a small number of our larger resellers are charged a set monthly fee for the use of our platform, which generally covers a set number of transactions with a very low incremental transaction fee above that maximum.

Some of these resellers have been using the flexibility this gives them to conduct promotional programs whereby they sell domain names at or below cost, which in turn drives their transaction volumes up. While these incremental transactions are slightly positive to Tucows on an absolute gross margin basis, they impact negatively on our domain name gross margin on a percentage basis.

Second, with the increased footprint that we need to support hosted email as a result of the Critical Path acquisition, our network costs have increased substantially to $1.9 million from $400,000 for the first quarter of last year. I will note that this increase includes $340,000 of transitional costs relating to the transfer of knowledge from Critical Path employees that were not part of the acquisition.

This transfer of knowledge at an operational level is now substantially complete. In addition, network depreciation increased to $525,000 from $82,000 for the first quarter of last year, reflecting the additional infrastructure we acquired as part of the asset purchase from Critical Path in January.

Operating expenses for the quarter increased by $1.3 million to $5.5 million from $4.3 million for the first quarter of last year. As a percentage of net revenue, operating expenses were unchanged at 36%.

The primary contributors to the dollar increase were higher people costs of $766,000 which generally reflect the more sophisticated infrastructure we require to support the constantly evolving needs we experience, as the size and scope of our business continues to grow. And, $474,000 of transitional costs relating to the knowledge transfer from employees that were not part of the acquisition from Critical Path around the provisioning platform.

As I mentioned in my opening remarks, we expect this process to be substantially completed by the end of the second quarter. We now expect these transitional costs in the second quarter to be in the $450,000 to $550,000 range.

Beginning this quarter, we are providing a new metric, adjusted EBITDA, to assist interested parties in evaluating our performance. We are doing this for two reasons: We define adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, adjusted to reflect earnings and expenses that are considered as non-representative of ongoing business, as well as the material amount of cash we collect for domain registrations and other Internet services at the time of activation, which is then deferred, net of prepaid fees.

Adjusted EBITDA for the first quarter of fiscal 2006 increased 48% to $1.5 million, or 10% of net revenue; compared to $1 million, or 9% of net revenue, for the corresponding quarter of last year. Adjusted EBITDA included $731,000 of net deferred revenue, compared to $503,000 for the first quarter of last year, and excludes transitional costs related to the hosted messaging assets of $814,000 and income of $474,000 from settlements related to the infringement of patents obtained through our merger with Infonautics in 2001.

We reported a net loss for the first quarter of $147,000, or less than $0.01 per share compared to a net income of 443,000, or $0.01 per share, for the first quarter of last year. Please remember the first quarter of this year included the transitional costs of $814,000 I mentioned a moment ago.

Turning to the balance sheet, cash and short-term investments and restricted cash at the end of the first quarter decreased to $11.8 million from $15 million at the end of the first quarter of fiscal 2005; and $19.2 million at the end of the fourth quarter of fiscal 2005. The decrease compared to the end of the preceding quarter is primarily the result of the use of $8.4 million in acquiring the Critical Path hosted messaging assets, $6.6 million of which has been paid to date, and $1.8 million of which has been placed in escrow to meet additional commitments, should certain performance targets be achieved through October 2006.

We also invested just under $900,000 in property and equipment, primarily for Internet services infrastructure. These uses of cash were offset by positive cash flow from operations of $1.8 million.

As Elliot mentioned, we also saw a significant increase in our deferred revenue balance at the end of the first quarter. Deferred revenue grew to $41.1 million, a 15% increase from $35.8 million at the end of the first quarter of fiscal 2005 and an 8% increase from $37.9 million at the end of the fourth quarter of last year, which reflects a strong quarter in terms of domain registrations and other Internet services.

In closing, our business continues to evolve from a financial perspective. We have begun to see a contribution from our expired names revenue stream, as well as continued growth in other Internet services, primarily hosted email.

Our early success in overcoming the usual challenges that accompany the integration of an acquisition like Critical Path's hosted messaging assets demonstrate our team's competence with undertaking significant challenges. As I discussed earlier this quarter, we have begun to disclose adjusted EBITDA.

This is one of the measures we use internally to monitor and evaluate our financial and operating results, as we believe it better represents ongoing business performance. We believe that by keeping shareholders and prospective investors abreast of the progress we make, we enable you to view and evaluate our performance in the same way we do.

I'd now like to turn the call back to Elliot.

Thanks, Mike. I have three separate things I'd like to talk about before opening the call to questions.

First, as we have referenced in the past, we will now be engaging in more active efforts to market the Company to the investment community. This will always be a management team that will speak first and foremost through results.

But, now that we have successfully improved our listing, now that we have generated some analyst coverage, now that we have broadened our institutional shareholder base, we think it appropriate that we be more proactive in telling our story. We have more formally engaged the services of a respected investor relations firm.

We expect to spend some time actively marketing the Company each quarter, and we will endeavor to appear at public equity conferences. We have had clear feedback from both large and small investors that Tucows is a well-kept secret, and they would appreciate it if we would work to change that.

Be assured that we are listening. Next, there is one area of the Tucows business that I would like to discuss, that I don't believe I have talked about in any conference call in the past.

That is our Domain Direct business. As you know, our primary distribution of Internet services is on a wholesale basis through our relationships with web hosting companies, ISPs and web designers.

However, we do have a small retail business, Domain Direct, through which we offer a set of Internet services directly to end users. It has been around for more than ten years.

It has more than 100,000 customers to whom it sells domain name registrations, email, email defense, blogware, et cetera. It was one of the pioneers in the marketing of domain services.

Because our primary focus is on the wholesale business, we've always run the retail business in a quiet fashion. However, in addition to providing a nice revenue contribution, our retail business has always been important in helping us more effectively understand what our customers -- the service providers and web hosting companies -- needed to support their businesses.

I would also add that in our role as a wholesaler, we have a lot of visibility and experience looking at the good and the bad of the Internet services distribution channel. It is a channel that unfortunately still spends too much time focusing on price and features, when, in our view, what users really want and need is an easier, more effective user experience.

Thus, we are deploying some of our most valuable people resources to take this concept to the next level by turning Domain Direct into a model Internet services retailer. The analogy that I like best is that we are building a model home with one glass wall.

I say that because we intend to share every key element that we learn through this experience with our wholesale customers. It is our goal to develop significant competencies in areas such as search engine optimization, clickstream and cross-sell/upsell, completely specific to our customer base.

In other words, we don't want to be the world's best at clickstream or at a shopping cart; but we do want to be best at those competencies in the specific context of our customers. There are lots of experts in clickstream, as an example.

We do not intend to compete with that expertise, but instead to work with those experts and develop excellence specific to our customers' unique needs. We intend to develop that excellence and then multiply its effectiveness 1,000 times by sharing it with our customers.

It is an important step towards being able to help our customers in an area where we feel there is real need and also in a way that we are uniquely positioned to do. Lastly, earlier I said that we had underestimated the impact of the Critical Path acquisition externally and that there have been some positive surprises.

We also underestimated the impact internally. What I mean by that is that within the Company, there is a much greater feeling than ever before that we are a broad Internet services business, and not a domain registration business.

While prior to the acquisition I think that this was always understood as a strategic imperative, today, to a much greater degree, people are living this. This is exciting for people as they see the early successes we are having, as they see the changing nature of the projects they're working on, all of this makes them excited about the direction of the business.

This is true whether they are in development or account management. It is true for operations or for customer service.

It is that belief and excitement that can and should be an important catalyst to great accomplishments. We feel that in the course of our history as a public company, we have set out very clearly what we intended to do and then we went out and did it.

This was the case with becoming cash flow positive. It was the case with becoming profitable.

It was the case with improving our listing and getting analyst coverage. We have been clear about our intention to diversify our revenue stream to become much more than a domain registration business.

We think that the first quarter of 2006 truly marks our achievement of this objective. The growth in blogging and web publishing, the growth in pay-per-click, the growth in Internet advertising and the growth in Internet services in general; these are all trends that underpin the Tucows business.

The next four to eight quarters will be all about reaping the benefits of the accomplishments I mentioned above, driven by those trends. With that, I would like to open the call to questions.

Hi, good afternoon. I will start off with some financial questions.

First, just to make sure I got the transitional costs straight: it is $814,000 in the quarter, with $474,000 of that being in OpEx, the rest in gross margin?

Yes, that’s right.

Great. Did the Critical Path acquisition add anything to deferred revenue and to the prepaid domain and other expense line?

No, Thanos, all of that business is done on a monthly basis.

So nothing additive from the acquisition. But as you subsequently sign new business with Critical Path, it would be showing up in those lines, would it not?

It is not a deferred revenue business, is what you are saying?

It is not a deferred revenue stream. It is a revenue stream where we enter into a contract, but only charge them monthly, for the month, as the service agreement.

As far as the depreciation and amortization lines, should those look pretty steady going forward?

I'm sorry, could you say that again?

The depreciation and amortization lines, now with the acquisition having been done, is that what the run rate will be for the next little while?

It is subject to the fact that obviously we will be taking care of business and we will be replacing equipment and infrastructure as we need it. Yes, that is fair.

We did indicate that we would be spending some monies on additional fixed assets this year. But it won't be more than a point or two higher than last year.

You haven't owned Critical Path for very long, but what would you say the sales cycle looks like on that, as far as closing new business? In general, what has it done to the sales cycle for your overall email business, now that you have expanded it greatly?

There are two elements that I would pull out of that. The sales cycle we're finding for email is pretty similar to what we were experiencing for blogware or email defense, subject to the same constraints around customers' roadmap and customers' need.

The one thing that is a little bit easier here with blogware, with outsourcing email defense, there's a little bit more work that needs to be done upfront educating our customers about why they might want to outsource EMD; or why blogging will fit into their business. With email, everybody gets it; you've got that conceptual hurdle overcome.

Could you repeat the second part again? I was going to answer it, but I want to make sure I'm getting the right part there.

The sales cycle. I mean, you were in the email business before, obviously, and now you have extended it with Critical Path.

Does the fact that you have an increased size and presence in that market, has that changed the sales cycle at all, as far as making it easier to close business?

Yes, that was really the point that I was calling out -- perhaps too opaquely. We have seen a much greater acceptance of us as a serious player in that space.

There are probably two very reasonable-sized pieces of business that we have already won I would say that, absent the transaction, we would not have won. That is obviously very encouraging and exciting for everybody in the building.

Again, that is part of the excitement that I was referring to as well. In addition, we are seeing more in the way of RFIs or RFPs.

The flow is greatly accelerated by this. I think that was something that when you go into any transaction, you hope for, but that's clearly an area that has exceeded our expectations; just that perception piece and the impact that could have.

The expired names business sounds like it’s off to a good launch. Could you provide any metrics specifically?

Or is it a bit early to do that at this point?

Yes, we are playing around with and we're talking internally about what the right metrics are. I think that the pieces of the business are still coming into sharper relief.

A great example of that is if you were to ask me right now, two years from now, where do I think our greatest contributions will come in terms of selling expired names, I think that will be on the agency side. But we could, in fact, find that is in the primary inventory that we are piling up for ourselves.

On the pay-per-click side, should we be talking about revenue or users or sessions, et cetera? So it is something we're thinking about.

Happy to take any input and any thoughts you might have. We'll point out that what we have seen as metrics in this business, when we see deals shopped on The Street or we see some of the discussion that goes on, tend to be what I would call classic content business metrics.

Based on our experience in the content business, some of it we don't think apply. I'll give you a great example there, which is unique users.

Unique users in the content business, if you're Yahoo!, that is a very material concept and is going to be some small number compared to your total page views. In parked pages it's almost a 1:1 ratio.

So what is the right way to judge it? We're still playing with all of that.

I must also tell you that we have to play with that in the context of the whole book of business growing quite aggressively. So what is the organic growth inside of that?

It’s complicated.

Any thoughts on the acquisition of eNom earlier in the week? Would that have any implications on you guys or on the landscape?

Well, I think there are two things that we think are clear implications there. One, you know, that was specifically the additional pool of capital that I was referring to coming into the space.

I think certainly any time that very credible institutional players put a large bet on the table -- this is, again, the fourth nine-figure bet as far as we look at it that has been placed in the space. That is a real validation of this as a real market space with some long-term potential.

We think the second implication there is that eNom is a company that we have always competed with, to some extent, in that core wholesale business. We can't read that there's anything but a signaling of them moving somewhat away from that business.

In other words, all of the messaging that we have seen externally referenced as the secondary market and pay-per-click and content and building out of content; that is clearly not about supplying in relationship with web hosting companies and ISPs. So that bodes well.

We think it's perhaps one less rod fishing in our pond.

Great. Thank you.

I will pass the line for now.

Thanks, Thanos.

Thanks. Hi, guys.

Can you give us some of the stats around the domain names under management?

Yes, sure.

The number of domain names under management at the end of the first quarter is 5.1 million, Dave.

What was the second part? Domains under management and--?

You usually give direct and indirect. Is that included in direct?

No, no, that is just direct.

That is direct only.

And indirect?

While Mike is digging it up, I will tell you David, that last quarter was the first time that we didn't go into detail around those. The thinking was really that we saw very clearly that the business was transitioning.

We don't know how informative those numbers are for investors. I will tell you that we saw good growth in the quarter.

We saw growth in that low to mid-teens range, which for that business is pretty good. We were also hiving the registration business off from the other elements of that business.

I think Mike is struggling to find that number, so why don't we get it to you offline?

Okay. The usability revamp on the blogging side that you have talked about previously, how is that going?

Quite good. I have been impressed with some of the early things that I have seen there.

I think what you'll start to see in the not too distant future -- I don't know that I want to say Q3 or not, but not too far from there -- you will start to see, really a greater integration across services. So if you think about a task like sharing of photos, that is something that touches both email and blogging.

We think that if we want to make the most out of everything that we have, we are really trying to move our thinking from looking at those as very siloed services to part of a complete user experience that really needs to work together very well. I think that as you start to see some of the things that we are going to roll out through the rest of '06, you will get a better sense of what I am talking about and I suspect you will be fairly impressed.

One of the things you talked about, Elliot, when you bought the Critical Path assets is the cross-sell opportunities. They had some large customers that you had some good potential with.

Could you talk a little bit about how that goes? Are there other opportunities there that you are uncovering as you've done the integration?

The short answer is yes. Again, the folks, for whatever reason, that were the service providers, especially that came out of that business, really didn't do much in the way of broader Internet services.

In fact, it is probably inside of that Critical Path customer base where we will first start to deliver some of that integrated approach that I was referring to earlier. So we are quite excited about that.

That's it for me for now.

David, let me just answer that question for you. The number of indirect domains is around 940,000.

That is up from around 400,000 at March 2005.

I'm sorry, Mike, I had one more question. On the cost of goods, could you just break out the numbers again between domain and other, and what percentages they were?

Sure. The cost of domain names as a proportion of total cost of sales fell to 76.3% from 89.7% in the first quarter of last year.

Other Internet services were 5.7%, up from 4.6%. Obviously, advertising and other services have no cost of sales.

The rest is made up from our network costs.

Great, thank you.

Thanks, David.

Thanks very much. Thank you all for joining us this quarter.

We look forward to having you join us again next quarter. Thanks.