TUCOWS INC /PA/ - FORM 10-Q

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EX-32.2 - EXHIBIT 32.2 - TUCOWS INC /PA/	ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - TUCOWS INC /PA/	ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - TUCOWS INC /PA/	ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - TUCOWS INC /PA/	ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-32600

TUCOWS INC.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania	23-2707366
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

96 Mowat Avenue,

Toronto, Ontario M6K 3M1, Canada

(Address of Principal Executive Offices) (Zip Code)

(416) 535-0123

(Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T §232.405 of this chapter during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒

Non-accelerated filer ☐	Smaller reporting company ☐
(Do not check if a smaller reporting company)
	Emerging Growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of August 4, there were 10,553,291 outstanding shares of common stock, no par value, of the registrant.

TUCOWS INC.

Form 10-Q Quarterly Report

INDEX

PART I
FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements	3

	Consolidated Balance Sheets as of June 30, 2017 (unaudited) and December 31, 2016	3

	Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three and six months ended June 30, 2017 and 2016	4

	Consolidated Statements of Cash Flows (unaudited) for the three and six months ended June 30, 2017 and 2016	5

	Notes to Consolidated Financial Statements (unaudited)	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

Item 4.	Controls and Procedures	47

PART II
OTHER INFORMATION

Item 1.	Legal Proceedings	48

Item 1A.	Risk Factors	48

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 4.	Mine Safety Disclosures	48

Item 6.	Exhibits	49

Signatures		50

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Tucows®, EPAG®, Hover®, OpenSRS®, Platypus®, Ting®, eNom®, Bulkregister® and YummyNames® are registered trademarks of Tucows Inc. or its subsidiaries. Other service marks, trademarks and trade names of Tucows Inc. or its subsidiaries may be used in this Quarterly Report on Form 10-Q (this “Quarterly Report”). All other service marks, trademarks and trade names referred to in this Quarterly Report are the property of their respective owners. Solely for convenience, any trademarks referred to in this Quarterly Report may appear without the ® or TM symbol, but such references are not intended to indicate, in any way, that we or the owner of such trademark, as applicable, will not assert, to the fullest extent under applicable law, our or its rights, or the right of the applicable licensor, to these trademarks.

PART I.

FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Tucows Inc.

Consolidated Balance Sheets

(Dollar amounts in U.S. dollars)

(unaudited)

	June 30,		December 31,
	2017		2016
Assets

Current assets:
Cash and cash equivalents	$	15,145,979	$	15,105,075
Accounts receivable, net of allowance for doubtful accounts of $166,727 as of June 30, 2017 and $164,145 as of December 31, 2016		14,260,465		10,925,622
Inventory		2,306,434		1,210,789
Prepaid expenses and deposits		14,914,646		6,250,555
Derivative instrument asset, current portion (note 5)		573,378		172,888
Prepaid domain name registry and ancillary services fees, current portion		109,526,920		49,396,737
Income taxes recoverable		2,184,634		220,451
Total current assets		158,912,456		83,282,117

Prepaid domain name registry and ancillary services fees, long-term portion		24,020,136		10,993,156
Property and equipment		20,405,942		13,450,438
Deferred tax asset		-		5,708,725
Intangible assets (note 6)		60,432,167		19,973,793
Goodwill (note 6)		87,486,243		21,005,143
Total assets	$	351,256,944	$	154,413,372


Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable	$	6,635,890	$	4,786,645
Accrued liabilities		7,700,707		7,098,905
Customer deposits		17,208,189		5,418,622
Deferred rent, current portion		20,891		20,854
Loan payable, current portion (note 7)		18,289,853		2,233,110
Deferred revenue, current portion		133,161,879		62,795,079
Accreditation fees payable, current portion		1,247,213		528,027
Income taxes payable		860,452		1,548,121
Total current liabilities		185,125,074		84,429,363

Deferred revenue, long-term portion		31,453,857		15,053,977
Accreditation fees payable, long-term portion		304,475		115,084
Deferred rent, long-term portion		129,649		124,202
Loan payable, long-term portion (note 7)		67,669,773		8,015,698
Deferred gain		687,040		944,680
Deferred tax liability		19,650,592		4,827,192

Redeemable non-controlling interest (note 4 (a))		1,111,138		3,086,090

Stockholders' equity (note 12)
Preferred stock - no par value, 1,250,000 shares authorized; none issued and outstanding		-		-
Common stock - no par value, 250,000,000 shares authorized; 10,552,401 shares issued and outstanding as of June 30, 2017 and 10,461,574 shares issued and outstanding as of December 31, 2016		15,125,326		14,460,500
Additional paid-in capital		1,607,476		2,857,921
Retained earnings		28,062,438		20,399,511
Accumulated other comprehensive income		330,106		99,154
Total stockholders' equity		45,125,346		37,817,086
Total liabilities and stockholders' equity	$	351,256,944	$	154,413,372

Commitments and contingencies (note 11)

See accompanying notes to unaudited consolidated financial statements

Tucows Inc.

Consolidated Statements of Operations and Comprehensive Income

(Dollar amounts in U.S. dollars)

(unaudited)

	Three months ended June 30						Six months ended June 30
	2017			2016			2017			2016


Net revenues (note 10)	$	84,223,301		$	47,203,913		$	153,791,363		$	91,950,003

Cost of revenues (note 10)
Cost of revenues		59,445,344			29,792,108			108,756,056			58,598,827
Network expenses		2,260,566			1,404,826			4,603,762			2,637,757
Depreciation of property and equipment		714,629			350,920			1,304,976			697,673
Amortization of intangible assets (note 6)		455,402			11,532			835,564			23,064
Total cost of revenues		62,875,941			31,559,386			115,500,358			61,957,321

Gross profit		21,347,360			15,644,527			38,291,005			29,992,682

Expenses:
Sales and marketing		7,447,225			5,230,118			14,666,547			9,695,174
Technical operations and development		1,798,097			998,651			3,492,238			2,175,011
General and administrative		3,286,610			2,926,608			6,743,953			5,331,535
Depreciation of property and equipment		164,693			76,922			331,010			150,190
Amortization of intangible assets (note 6)		1,608,489			276,918			2,989,298			333,915
Impairment of indefinite life intangible assets (note 6)		-			3,894			-			24,879
Loss (gain) on currency forward contracts (note 5)		(26,776	)		(8,711	)		(61,201	)		(119,468	)
Total expenses		14,278,338			9,504,400			28,161,845			17,591,236

Income from operations		7,069,022			6,140,127			10,129,160			12,401,446

Other income (expense):
Interest expense, net		(970,029	)		(120,528	)		(1,838,022	)		(166,699	)
Other income, net		225,481			128,820			354,378			257,640
Total other income (expense)		(744,548	)		8,292			(1,483,644	)		90,941

Income before provision for income taxes		6,324,474			6,148,419			8,645,516			12,492,387

Provision for income taxes (note 8)		1,082,990			2,077,633			957,541			3,983,363

Net income before redeemable non-controlling interest		5,241,484			4,070,786			7,687,975			8,509,024

Redeemable non-controlling interest (note 4 (a))		(117,294	)		(273,690	)		(243,058	)		(444,482	)

Net income attributable to redeemable non-controlling interest		117,294			273,690			243,058			444,482

Net income for the period		5,241,484			4,070,786			7,687,975			8,509,024

Other comprehensive income (loss), net of tax
Unrealized income (loss) on hedging activities (note 5)		142,768			27,264			328,997			575,227
Net amount reclassified to earnings (note 5)		(17,425	)		79,367			(98,045	)		414,924
Other comprehensive income (loss) net of tax of $71,303 and $60,659 for the three months ended June 30, 2017 and June 30, 2016, and $131,382 and $544,363 for the six months ended June 30, 2017 and June 30, 2016 (note 5)		125,343			106,631			230,952			990,151

Comprehensive income for the period	$	5,366,827		$	4,177,417		$	7,918,927		$	9,499,175


Basic earnings per common share (note 9)	$	0.50		$	0.39		$	0.73		$	0.80

Shares used in computing basic earnings per common share (note 9)		10,528,219			10,541,659			10,501,407			10,607,843

Diluted earnings per common share (note 9)	$	0.49		$	0.38		$	0.71		$	0.79

Shares used in computing diluted earnings per common share (note 9)		10,793,031			10,733,860			10,785,685			10,797,458

See accompanying notes to unaudited consolidated financial statements

Tucows Inc.

Consolidated Statements of Cash Flows

(Dollar amounts in U.S. dollars)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
Cash provided by:				(restated - note 2)						(restated - note 2)
Operating activities:
Net income for the period	$	5,241,484		$	4,070,786		$	7,687,975		$	8,509,024
Items not involving cash:
Depreciation of property and equipment		879,322			427,842			1,635,986			847,863
Loss on write off of property and equipment		8,794			-			8,794			-
Amortization of debt discount and issuance costs		80,207			-			147,312			-
Amortization of intangible assets		2,063,891			288,450			3,824,862			356,979
Impairment of indefinite life intangible asset		-			3,894			-			24,879
Deferred income taxes		(2,885,373	)		430,184			(1,565,554	)		703,343
Excess tax benefits on share-based compensation expense		(1,181,754	)		384,839			(2,171,086	)		446,199
Amortization of deferred rent		1,452			4,749			5,484			16,664
Loss on disposal of domain names		6,976			12,601			16,765			20,821
Other income		(128,820	)		(128,820	)		(257,640	)		(257,640	)
Loss (gain) on change in the fair value of forward contracts		(162,813	)		(28,977	)		(300,920	)		(272,019	)
Stock-based compensation		313,265			190,187			631,085			390,415
Change in non-cash operating working capital:
Accounts receivable		(905,691	)		(1,921,021	)		(863,970	)		(2,811,531	)
Inventory		(1,266,641	)		(141,830	)		(1,095,645	)		(380,917	)
Prepaid expenses and deposits		1,186,432			(1,106,950	)		(2,371,076	)		(1,359,874	)
Prepaid domain name registry and ancillary services fees		2,976,254			(3,101,043	)		(2,513,168	)		(3,898,963	)
Income taxes recoverable		2,513,458			(36,174	)		(147,070	)		1,190,280
Accounts payable		(591,560	)		(1,233,092	)		(4,037,987	)		(683,296	)
Accrued liabilities		(1,817,566	)		(396,328	)		13,356			(847,574	)
Customer deposits		3,151,562			1,214,472			3,067,971			1,034,549
Deferred revenue		(1,272,963	)		3,597,790			8,967,686			5,106,372
Accreditation fees payable		(78,203	)		26,537			(149,530	)		37,156
Net cash provided by operating activities		8,131,713			2,558,096			10,533,630			8,172,730

Financing activities:
Proceeds received on exercise of stock options		84,969			37,209			104,838			56,767
Payment of tax obligations resulting from net exercise of stock options		(609,307	)		(203,019	)		(1,321,541	)		(239,704	)
Repurchase of common stock		-			(4,999,978	)		-			(7,180,257	)
Proceeds received on loan payable		-			-			86,998,000			6,000,000
Repayment of loan payable		(4,572,462	)		(218,750	)		(10,830,740	)		(437,500	)
Payment of loan payable costs		(12,579	)		(133,500	)		(603,754	)		(133,500	)
Net cash provided by (used in) financing activities		(5,109,379	)		(5,518,038	)		74,346,803			(1,934,194	)

Investing activities:
Additions to property and equipment		(2,909,176	)		-			(6,602,069	)		-
Gross proceeds from the waiver of rights to .online registry		-			(975,401	)		-			(1,831,737	)
Acquisition of a portion of the minority interest in Ting Virginia, LLC.		-			-			(2,000,000	)		-
Acquisition of Enom Incorporated, net of cash (note 4(b))		-			-			(76,237,460	)		-
Acquisition of intangible assets		-			(196,024	)		-			(6,250,570	)
Net cash used in investing activities		(2,909,176	)		(1,171,425	)		(84,839,529	)		(8,082,307	)

Increase (decrease) in cash and cash equivalents		113,158			(4,131,367	)		40,904			(1,843,771	)

Cash and cash equivalents, beginning of period		15,032,821			10,010,849			15,105,075			7,723,253
Cash and cash equivalents, end of period	$	15,145,979		$	5,879,482		$	15,145,979		$	5,879,482



Supplemental cash flow information:
Interest paid	$	974,984		$	120,566		$	1,847,629		$	166,947
Income taxes paid, net	$	2,662,666		$	1,274,739		$	5,005,582		$	1,591,959
Supplementary disclosure of non-cash investing and financing activities:
Property and equipment acquired during the period not yet paid for	$	232,290		$	46,632		$	232,290		$	46,632

See accompanying notes to unaudited consolidated financial statements

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization of the Company:

Tucows Inc., a Pennsylvania corporation (referred to throughout this report as the “Company”, “Tucows”, “we”, “us” or through similar expressions), together with our consolidated subsidiaries, is a provider of Network Access Services and Domain Services. Our Network Access Services includes mobile, fixed high-speed Internet access services, Internet hosting and network consulting services, with mobile and high-speed Internet operating under our Ting brand. Our Domain services include wholesale and retail domain name registration services, value added services and portfolio services derived through our OpenSRS, eNom, Hover and YummyNames brands.

Our principal executive office is located in Toronto, Ontario and we have other offices in Germany and the United States. Our common stock is listed on NASDAQ under the symbol “TCX” and on the Toronto Stock Exchange under the symbol “TC”.

On January 20, 2017, the Company completed the purchase of all of the issued and outstanding capital stock of eNom, Incorporated (“eNom”) from Rightside Group. Ltd, a domain name registrar business. See note 4(b) for further information.

2. Basis of presentation:

The accompanying unaudited interim consolidated balance sheets, and the related consolidated statements of operations and comprehensive income and cash flows reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the financial position of Tucows and its subsidiaries as at June 30, 2017 and the results of operations and cash flows for the interim periods ended June 30, 2017 and 2016. The results of operations presented in this Quarterly Report on Form 10-Q are not necessarily indicative of the results of operations that may be expected for future periods.

The accompanying unaudited interim consolidated financial statements have been prepared by Tucows in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the Company's annual audited consolidated financial statements and accompanying notes have been condensed or omitted. These interim consolidated financial statements and accompanying notes follow the same accounting policies and methods of application used in the annual financial statements and should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in Tucows' 2016 Annual Report on Form 10-K filed with the SEC on March 8, 2017. There have been no material changes to our significant accounting policies and estimates during the six months ended June 30, 2017 as compared to the significant accounting policies and estimates described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, except for the adoption of Accounting Standard Update No. 2016-09, Stock Compensation (Topic 718). See note 3 for more information.

During the three and six months ended June 30, 2016, the Company recorded the cost of certain marketing credits as Sales and marketing expense which should have been recorded as a reduction in Net revenue. The Statement of Operations and Comprehensive Income and supplemental financial information for the comparative period correctly reflect these marketing credits as a reduction in Net revenues. This resulted in a decrease in Net revenues, and a corresponding decrease in Sales and marketing expenses of $0.3 million and $1.1 million for the three and six months ended June 30, 2016, respectively. These immaterial corrections have no impact on previously reported Income from operations, Net income, Earnings per share, or on the previously reported Consolidated Balance Sheets or Consolidated Statements of Cash Flows.

3. Recent accounting pronouncements:

Recent Accounting Pronouncements Adopted

On January 1, 2017, the Company adopted Accounting Standards Updates ("ASU") No. 2016-05, Derivatives and Hedging (Topic 815) and ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments. The adoption of these updates did not have a significant impact on the consolidated financial statements.

In January 2017, the Company adopted Accounting Standards Update (“ASU”) No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-01”), which simplifies the current two-step test to determine the amount, if any, of goodwill impairment. This update removes the second step of the quantitative test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The update will be applied to the Company's goodwill impairment evaluation for the year ended December 31, 2017.

On January 1, 2017, the Company also adopted ASU No. 2016-09, Stock Compensation (Topic 718), which simplifies the presentation of several aspects of the accounting for employee share-based payment transactions. The areas for simplification include the income tax consequences, accounting for forfeitures, and classification on the statement of cash flows. The impacts of the adoption of ASU 2016-09 on our consolidated financial statements are as follows:

●

Accounting for Income Taxes – the standard requires that all excess tax benefits and tax deficiencies related to employee share-based payments are recognized through income tax expense on a prospective basis, which resulted in the recognition of $1.2 million and $2.2 million in excess tax benefits as a reduction of tax expense related to employee share-based payments during the three and six months ended June 30, 2017, respectively;

●

Cash Flow Classification – as a result of the new standard, all excess tax benefits related to employee share based payments which have been historically shown as a financing activity, should now be presented as an operating activity along with other income tax cash flows. Additionally, the standard requires that cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity. The Company elected to apply both changes on a retrospective basis such that the comparative period is presented on a consistent basis as the current presentation; and

●

Forfeitures – the standard allows for an entity-wide accounting policy election to either estimate the number of awards that are not expected to vest because the requisite service period will not be rendered, or to account for forfeitures as they occur. Prior to the adoption of 2016-09 the Company estimated forfeitures for the purpose of accounting for stock-based compensation. Beginning in the quarter ending March 31, 2017, the Company utilized the election to account for forfeitures as incurred. In accordance with the provisions of the new standard, the change has been adopted on a modified retrospective basis; however, the cumulative adjustment to opening retained earnings was immaterial.

Recent Accounting Pronouncements Not Yet Adopted

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"), which clarified the definition of a business with objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendment update provides a screen to determine when a series of integrated activities is not a business. If the screen is not met, it first requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and second removes the evaluation of whether a market participant could replace the missing elements. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017. The Company is currently in the process of evaluating the impact that the adoption of ASU 2017-01 will have on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The new standard provides a single principles-based, five-step model to be applied to all contracts with customers, which steps are to (1) identify the contract(s) with the customer, (2) identify the performance obligations in the contracts, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contracts and (5) recognize revenue when each performance obligation is satisfied. More specifically, revenue will be recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. The new standard will be effective for the Company for the interim and annual reporting periods beginning after December 15, 2017 (January 1, 2018 for the Company). Companies can transition to the standards either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently in the process of evaluating the impact of transition methods. Based on continuing analysis, we do not believe adoption of the updated standard will have a material impact as the Company’s mobile services are on month to month contracts with minimal device subsidization and our wholesale and retail domain registration services recognize revenue over the term of the services provided.

4. Acquisitions:

(a)

Blue Ridge Websoft

On February 27, 2015, Ting Fiber, Inc., one of the Company’s wholly owned subsidiaries, acquired a 70% ownership interest in the newly formed Ting Virginia, LLC and its subsidiaries, Blue Ridge Websoft, LLC (doing business as Blue Ridge Internet Works), Fiber Roads, LLC and Navigator Network Services, LLC (the "BRI Group") for consideration of approximately $3.5 million. Ting Virginia, LLC was an independent Internet service provider in Charlottesville, Virginia, doing business primarily as Blue Ridge Internet Works.

On February 1, 2017, under the terms of a call option in the agreement, Ting Fiber, Inc. acquired an additional 20% interest in Ting Virginia, LLC from the selling shareholders (the “Minority Shareholders”) for consideration of $2.0 million. The Company recorded the $2.0 million payment as a reduction in the carrying value of Redeemable non-controlling interest. Following the exercise of the call option, the Minority Shareholders chose not to exercise their right to put their remaining 10% interest in Ting Virginia, LLC to Ting Fiber, Inc. The Minority Shareholders still retain the right, on the fourth anniversary of the closing date (February 27, 2019), to exercise their put option under which Ting Fiber, Inc. would be obligated to purchase their remaining interest for $120,000 per percentage point of the additional equity interest acquired. The Company has determined that the put option is embedded within the non-controlling interest shares that are subject to the put options. The redemption feature requires classification of the Minority Shareholders’ Interest in the Consolidated Balance Sheets outside of equity under the caption “Redeemable non-controlling interest”. As at June 30, 2017, the value of the Redeemable non-controlling interest is $1,111,138 and is being accreted to the redemption value of $1,200,000 through February 27, 2019.

(b)

eNom, Incorporated

On January 20, 2017, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with its indirect wholly owned subsidiary, Tucows (Emerald), LLC, Rightside Group, Ltd., and Rightside Operating Co., pursuant to which Tucows (Emerald), LLC purchased from Rightside Operating Co. all of the issued and outstanding capital stock of eNom, Incorporated, a domain name registrar business. The acquisition provides Tucows additional scale and efficiency opportunities across its domain registrar operations. The purchase price was $77.8 million, which represented the agreed upon purchase of $83.5 million less an amount of $5.7 million related to the working capital deficiency assessment on acquisition. The purchase price and the majority of the related acquisition costs were financed through borrowings under Facility D of the 2017 Amended Credit Facility agreement (note 7).

On June 13, 2017, the Company entered into a First Amendment to Stock Purchase Agreement (the “Amendment”) by and among the Company, Tucows (Emerald), LLC, Rightside Group, Ltd. And Rightside Operating Co., to amend certain provisions in the Purchase Agreement. Pursuant to the Amendment, the definition of “Escrow Triggering Event” was revised to remove a change in control of the Company and the definition of “Minimum Cash Amount” was revised to mean $5.35 million from June 13, 2017 until the end of April 20, 2018, and zero thereafter.

The Company has prepared a preliminary purchase price allocation of the assets acquired and the liabilities assumed of eNom based on management’s best estimates of fair value. The final purchase price allocation may vary based on final appraisals, valuations and analyses of the fair value of the acquired assets and assumed liabilities. The preliminary purchase price allocation is pending the finalization of the fair value of taxation-related balances and for potential adjustments to assets and liabilities. We expect to finalize this determination on or before September 30, 2017.

The following table shows the preliminary allocation of the purchase price for eNom to the acquired identifiable assets and liabilities assumed:

Goodwill	$	66,481,100
Cash		1,594,217
Brand		12,400,000
Developed technology		3,900,000
Customer relationships		28,000,000
Prepaid domain registry fees		70,643,994
Other assets		10,170,789
Total assets		193,190,100

Deferred Revenue		(77,798,994	)
Deferred Tax Liabilities		(21,893,346	)
Other liabilities		(15,666,083	)
Total liabilities		(115,358,423	)

Preliminary consideration paid	$	77,831,677

As required by ASC 805, Business Combinations, the Company has recorded deferred revenue at fair value at the acquisition date, which was determined by estimating the costs associated with customer support services and prepaid domain name registration fees to fulfill the contractual obligations over the remaining life of the contract at the acquisition date plus a normal profit margin.

The goodwill related to this acquisition is primarily attributable to synergies expected to arise from the acquisition and is not tax deductible for tax purposes.

In connection with this acquisition, the Company incurred total acquisition related costs of $0.8 million of which $0.4 million is included in General & Administrative expenses in the Consolidated Statements of Operations for the six months ended June 30, 2017.

The following table presents selected unaudited pro forma information for the Company assuming the acquisition of eNom had occurred as of January 1, 2016. This pro forma information does not purport to represent what the Company’s actual results would have been if the acquisition had occurred as of the date indicated or what results would be for any future periods.

	Unaudited		Unaudited
	Three months ended June 30,		Six months ended June 30,
	2016		2017		2016

Net revenues	$	84,243,541	$	158,253,585	$	166,228,230
Net income		402,039		7,315,802		1,015,546

Basic earnings per common share		0.04		0.70		0.10
Diluted earnings per common share	$	0.04	$	0.68	$	0.10

5. Derivative instruments and hedging activities:

Foreign currency forward contracts

In October 2012, the Company entered into a hedging program with a Canadian chartered bank to limit the potential foreign exchange fluctuations incurred on its future cash flows related to a portion of payroll, rent, Canadian taxes and payments to Canadian domain name registry suppliers that are denominated in Canadian dollars and are expected to be paid by its Canadian operating subsidiary. As part of its risk management strategy, the Company uses derivative instruments to hedge a portion of the foreign exchange risk associated with these costs. The Company does not use forward contracts for trading or speculative purposes. These forward contracts typically mature between one and eighteen months.

The Company has designated certain of these transactions as cash flow hedges of forecasted transactions. For certain contracts, as the critical terms of the hedging instrument and the entire hedged forecasted transaction are the same in accordance with ASC Topic 815, the Company has been able to conclude that changes in fair value and cash flows attributable to the risk of being hedged are expected to completely offset at inception and on an ongoing basis. Accordingly, unrealized gains or losses on the effective portion of these contracts have been included within other comprehensive income. The fair value of the contracts, as of June 30, 2017, is recorded as derivative instrument assets and derivative instrument liabilities.

As of June 30, 2017, the notional amount of forward contracts that the Company held to sell U.S. dollars in exchange for Canadian dollars was $13.8 million, of which $12.5 million were designated as hedges (December 31, 2016 - $26.6 million of which $24.0 million were designated as hedges).

As of June 30, 2017, we had the following outstanding forward exchange contracts to trade U.S. dollars in exchange for Canadian dollars:

Maturity date	Notional amount of U.S. dollars		Weighted average exchange rate of U.S. dollars		Fair value

July - September 2017		6,928,942		1.3494		289,005
October - December 2017		6,859,570		1.3478		284,373
	$	13,788,512		1.3486	$	573,378

Fair value of derivative instruments and effect of derivative instruments on financial performance

The effect of these derivative instruments on our consolidated financial statements were as follows (amounts presented do not include any income tax effects).

Fair value of derivative instruments in the consolidated balance sheets

		As of June 30, 2017		As of December 31, 2016
Derivatives	Balance Sheet Location	Fair Value Asset (Liability)		Fair Value Asset (Liability)

Foreign currency forward contracts designated as cash flow hedges	Derivative instruments	$	517,894	$	155,560

Foreign currency forward contracts not designated as cash flow hedges	Derivative instruments	$	55,484	$	17,823

Total foreign currency forward contracts	Derivative instruments	$	573,378	$	172,888

Movement in Accumulated Other Comprehensive Income ("AOCI") balance for the three months ended June 30, 2017:

	Gains and losses on cash flow hedges			Tax impact			Total AOCI
Opening AOCI balance – March 31, 2017	$	321,248		$	(116,485	)	$	204,763

Other comprehensive income (loss) before reclassifications		223,983			(81,215	)		142,768
Amount reclassified from accumulated other comprehensive income		(27,337	)		9,912			(17,425	)
Other comprehensive income (loss) for the three months ended June 30, 2017		196,646			(71,303	)		125,343

Ending AOCI balance – June 30, 2017	$	517,894		$	(187,788	)	$	330,106

Movement in Accumulated Other Comprehensive Income ("AOCI") balance for the six months ended June 30, 2017:

	Gains and losses on cash flow hedges			Tax impact			Total AOCI
Opening AOCI balance – December 31, 2016	$	155,560		$	(56,406	)	$	99,154

Other comprehensive income (loss) before reclassifications		516,154			(187,157	)		328,997
Amount reclassified from accumulated other comprehensive income		(153,820	)		55,775			(98,045	)
Other comprehensive income (loss) for the six months ended June 30, 2017		362,334			(131,382	)		230,952

Ending AOCI balance – June 30, 2017	$	517,894		$	(187,788	)	$	330,106

Effects of derivative instruments on income and other comprehensive income (OCI) for the three months ended June 30, 2017 and June 30, 2016 are as follows:

Derivatives in Cash Flow Hedging Relationship	Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative (Effective Portion)		Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income, (Effective Portion)			Location of Gain or (Loss) Recognized in Income on Derivative (ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivative (ineffective Portion and Amount Excluded from Effectiveness Testing)

			Operating expenses	$	23,595		Operating expenses	$	—
Foreign currency forward contracts for the three months ended June 30, 2017	$	125,343	Cost of revenues	$	3,742		Cost of revenues		—


			Operating expenses	$	(88,441	)	Operating expenses	$	—
Foreign currency forward contracts for the three months ended June 30, 2016	$	106,631	Cost of revenues	$	(36,075	)	Cost of revenues		—

Effects of derivative instruments on income and other comprehensive income (OCI) for the six months ended June 30, 2017 and June 30, 2016 are as follows:

Derivatives in Cash Flow Hedging Relationship	Amount of Gain or (Loss) Recognized in OCI, net of tax, on Derivative (Effective Portion)		Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income, (Effective Portion)			Location of Gain or (Loss) Recognized in Income on Derivative (ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivative (ineffective Portion and Amount Excluded from Effectiveness Testing)

			Operating expenses	$	128,950		Operating expenses	$	—
Foreign currency forward contracts for the six months ended June 30, 2017	$	230,952	Cost of revenues	$	24,870		Cost of revenues		—


			Operating expenses	$	(460,830	)	Operating expenses	$	(47,242	)
Foreign currency forward contracts for the six months ended June 30, 2016	$	990,151	Cost of revenues	$	(142,891	)	Cost of revenues		—

In addition to the above, for those foreign currency forward contracts not designated as hedges, the Company has recorded a gain of $6,568 upon settlement and a gain of $20,207 for the change in fair value of outstanding contracts for the three months ended June 30, 2017, in the consolidated statement of operations and comprehensive income. The Company has recorded a loss of $21,008 upon settlement and a gain of $28,977 for the change in fair value of the foreign currency forward contracts not designated as hedges for the three months ended June 30, 2016, in the consolidated statement of operations and comprehensive income.

The Company has recorded a gain of $23,045 upon settlement and a gain of $38,156 for the change in fair value of outstanding contracts for the six months ended June 30, 2017, in the consolidated statement of operations and comprehensive income. The Company has recorded a loss of $0.2 million upon settlement and a gain of $0.3 million for the change in fair value of the foreign currency forward contracts not designated as hedges for the six months ended June 30, 2016, in the consolidated statement of operations and comprehensive income.

6. Goodwill and Other Intangible Assets:

Goodwill

Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in our acquisitions.

The Company's Goodwill balance is $87.5 million as of June 30, 2017, up $66.5 million from December 31, 2016, as a result of the acquisition of eNom (note 4(b)). The Company's goodwill relates 98% ($85.4 million) to its Domain Services operating segment and 2% ($2.1 million) to its Network Access Services operating segment.

Goodwill is not amortized, but is subject to an impairment evaluation annually, or more frequently if impairment indicators are present.

Other Intangible Assets:

Intangible assets consist of network rights, brand, customer relationships, surname domain names and our portfolio of domain names. As reflected in the table below, these balances are being amortized on a straight-line basis over the life of the intangible assets, except for the surname domain names and direct navigation domain names, which have been determined to have an indefinite life and which are evaluated at least annually for impairment.

A summary of acquired intangible assets for the three months ended June 30, 2017 is as follows:

	Surname domain names			Direct navigation domain names			Brand			Customer relationships			Technology			Network rights			Total
Amortization period	indefinite life			indefinite life			7 years			4 - 7 years			2 years			15 years

Balances March 31, 2017	$	11,293,275		$	1,861,246		$	12,106,378		$	33,114,944		$	3,531,370		$	595,820		$	62,503,033

Additions to/(disposals from) domain portfolio, net		(2,272	)		(4,704	)		-			-			-			-			(6,976	)
Amortization expense		-			-			(412,568	)		(1,195,920	)		(443,870	)		(11,532	)		(2,063,890	)
Balances June 30, 2017	$	11,291,003		$	1,856,542		$	11,693,810		$	31,919,024		$	3,087,500		$	584,288		$	60,432,167

A summary of acquired intangible assets for the six months ended June 30, 2017 is as follows:

	Surname domain names			Direct navigation domain names			Brand			Customer relationships			Technology			Network rights			Total
Amortization period	indefinite life			indefinite life			7 years			4 - 7 years			2 years			15 years

Balances December 31, 2016	$	11,295,221		$	1,869,088		$	5,210		$	6,198,811		$	-		$	605,463		$	19,973,793

Reclassifications		-			-			43,620			(45,509	)		-			1,889			-
Acquisition of Enom (note 4(b))		-			-			12,400,000			28,000,000			3,900,000			-			44,300,000
Additions to/(disposals from) domain portfolio, net		(4,218	)		(12,546	)		-			-			-			-			(16,764	)
Amortization expense		-			-			(755,020	)		(2,234,278	)		(812,500	)		(23,064	)		(3,824,862	)
Balances June 30, 2017	$	11,291,003		$	1,856,542		$	11,693,810		$	31,919,024		$	3,087,500		$	584,288		$	60,432,167

The following table shows the estimated amortization expense in future periods, assuming no further additions to acquired intangible assets are made:

	Year ending December 31,

Remainder of 2017	$	4,464,173
2018		8,823,908
2019		6,912,860
2020		6,750,360
2021		6,750,360
Thereafter		13,582,961

Total	$	47,284,622

As of June 30, 2017, the accumulated amortization for the definite life intangible assets was $10.7 million.

With regard to indefinite life intangible assets, as part of our normal renewal process we assessed that certain domain names that were acquired in the June 2006 acquisition of Mailbank.com Inc. and that were up for renewal should not be renewed. For the three and six months ended June 30, 2017, all domain names were renewed as compared to domain names with a book value of $3,894 and $24,879 were not renewed for the three and six months ended June 30, 2016, respectively.

On January 20, 2017, the Company acquired eNom, a wholesale and retail domain registrar. The Company acquired the assets and liabilities of eNom including wholesale and retail brands, proprietary technology and the existing customer relationships. The Company has accounted for these on a fair value basis and each intangible asset is being amortized over the estimated useful life. The amortization for the brands, technology and customer relationships are 7, 2 and 7 years, respectively. See note 4(b) for further details.

7. Loan payable:

2017 Amended Credit Facility

On January 20, 2017, the Company entered into an amended and restated secured Credit Agreement (the “2017 Amended Credit Agreement”) with Bank of Montreal (“BMO” or the “Administrative Agent”), Royal Bank of Canada and Bank of Nova Scotia (collectively with “Lenders”) under which the Company increased its access to funds to an aggregate of $140 million. This amendment and restatement to the Company’s 2016 Credit Facility (defined below), among other things, reduced the existing Tucows non-revolving facility (such existing non-revolving facility, together with other existing facilities, the “Existing Facilities”) from $40.0 million to $35.5 million, and established a new non-revolving credit facility of $84.5 million (the “Facility D”). The Company immediately drew down $84.5 million under Facility D to fund the acquisition of eNom (note 4(b)). As used herein, the “2016 Credit Facility” refers to the credit facility established under the Company’s secured credit agreement (the “2016 Credit Agreement”) among the Company, BMO and the Lenders, dated as of August 18, 2016.

In connection with the 2017 Amended Credit Agreement, the Company incurred $0.6 million of fees paid to lenders and debt issuance costs, which have been reflected as a reduction to the carrying amount of the loan payable and will be amortized over the term of the credit facility agreement.

The obligations of the Company under the 2017 Amended Credit Facility are secured by a first priority lien on substantially all of the personal property and assets of the Company.

The 2017 Amended Credit Facility has a four-year term. Under the 2017 Amended Credit Facility, the Company has access to an aggregate of up to $140 million in funds that are available as follows:

●

a $5 million revolving credit facility (“Facility A”);

●

a $15 million revolving reducing term facility (“Facility B”);

●

a $35.5 million non-revolving facility (“Facility C”); and

●

a $84.5 million non-revolving facility (“Facility D”).

Borrowings under the 2017 Amended Credit Facility accrue interest and standby fees at variable rates based on borrowing elections by the Company and the Company’s Total Funded Debt to EBITDA as described below. The purpose of Facility A is for general working capital and general corporate requirements, while Facility B and Facility C support share repurchases, acquisitions and capital expenditures associated with the Company’s Fiber to the Home program (“FTTH”). Facility D was provided and used for the acquisition of eNom.

The repayment terms for Facility A require monthly interest payments with any final principal payment becoming due upon maturity of the 2017 Amended Credit Facility. Under the repayment terms for Facility B, at December 31st of each year, balances drawn during the year that remain outstanding will become payable on a quarterly basis commencing the first quarter of the following year, for the period of amortization based on the purpose of the draw. For Facilities C and D, each draw will become payable beginning the first full quarter post initial draw for the period of amortization based on the purpose of the draw. The amortization periods for Facilities B, C and D are based on the purposes of the draws as follows: draws for share repurchases are repaid over four years, draws for acquisitions over five years and draws for FTTH capital expenditures over seven years. The 2017 Amended Credit Facility also includes a mechanism that is triggered based on the Company’s Total Funded Debt to EBITDA calculation at the end of each fiscal year. If Total Funded Debt to EBITDA exceeds 2.25:1 at December 31 of each year during the term, the Company is obligated to make a repayment of 50% of Excess Cash Flow as defined under the agreement.

The 2017 Amended Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default. The 2017 Amended Credit Facility requires that the Company to comply with the following financial covenants at all times, which are to be calculated on a rolling four quarter basis: (i) maximum Total Funded Debt to EBITDA Ratio of 3.00:1 until September 30, 2017, 2.50:1 until September 30, 2018 and 2.25:1 thereafter; and (ii) minimum Fixed Charge Coverage Ratio of 1.20:1. Further, the Company’s maximum annual Capital Expenditures cannot exceed $32.8 million per year, which limit will be reviewed on an annual basis. In addition, funded share repurchases are not to exceed $20 million, or up to $40 million so long as the total loans related to share repurchases do not exceed 1.5 times of trailing twelve months EBITDA. As at and for the period ending June 30, 2017, the Company was in compliance with these covenants.

On June 6, 2017, the Company entered into the First Amendment to First Amended and Restated Credit Agreement (the “First Amendment”) with BMO and the Lenders. Among other things, the First Amendment (i) increases the amount available for borrowing under “Facility C,” a committed, non-revolving credit facility by $502,500, which was the portion of Facility D which was not used by the Company to fund its acquisition of eNom, Incorporated and was cancelled in accordance with the Credit Agreement, (ii) allows the Company to maintain bank accounts with Commonwealth Bank of Australia, subject to certain restrictions, (iii) provides for an extension of time for the Company to transfer its bank accounts from Silicon Valley Bank, and (iv) amends the definition of “EBITDA” to provide for an add-back in respect of certain liabilities.

Borrowings under the 2017 Amended Credit Facility will accrue interest and standby fees based on the Company’s Total Funded Debt to EBITDA ratio and the availment type as follows:

	If Total Funded Debt to EBITDA is:

Availment type or fee	Less than 1.00			Greater than or equal to 1.00 and less than 2.00			Greater than or equal to 2.00 and less than 2.25			Greater than or equal to 2.25
Canadian dollar borrowings based on Bankers’ Acceptance or U.S. dollar borrowings based on LIBOR (Margin)		2.00	%		2.25	%		2.75	%		3.25	%

Canadian or U.S. dollar borrowings based on Prime Rate or U.S. dollar borrowings based on Base Rate (Margin)		0.75	%		1.00	%		1.50	%		2.00	%

Standby fees		0.40	%		0.45	%		0.55	%		0.65	%

The following table summarizes the Company’s borrowings under the 2017 Amended Credit Facility as at June 30, 2017:

	June 30, 2017			December 31, 2016

Facility B	$	-		$	6,000,000
Facility C		6,625,465			4,731,306
Facility D		80,273,100			-
Less: unamortized debt discount and issuance costs		(938,939	)		(482,498	)
Total loan payable		85,959,626			10,248,808
Less: loan payable, current portion		18,289,853			2,233,110
Loan payable, long-term portion	$	67,669,773		$	8,015,698

The following table summarizes our scheduled principal repayments as of June 30, 2017:

Principal repayments
Remainder of 2017	$	9,144,926
2018		18,289,853
2019		18,289,853
2020		18,103,004
2021		17,542,457
Thereafter		5,528,472
	$	86,898,565

Treasury Risk Management Facility

Prior to the Company entering into the 2016 Credit Facility, the Company had credit agreements (collectively the “Amended Credit Facility”) with BMO that were amended on November 19, 2012, and which provided it with access to two revolving demand loan facilities (the “2012 Demand Loan Facilities”), a treasury risk management facility, an operating demand loan and a credit card facility. In connection with the 2016 Credit Facility, the Company repaid its outstanding indebtedness of the 2012 Demand Loan Facilities. With the settlement of the outstanding indebtedness, the 2012 Demand Loan Facilities and the operating demand loan were simultaneously terminated and the outstanding balances were fully repaid through advances on the 2016 Credit Facility. The Company continues to have access to the treasury risk management facility and credit card facility.

The treasury risk management facility under the Amended Credit Facility provides for a $3.5 million settlement risk line to assist the Company with hedging Canadian dollar exposure through foreign exchange forward contracts and/or currency options. Under the terms of the Amended Credit Facility, the Company may enter into such agreements at market rates with terms not to exceed 18 months. As of June 30, 2017, the Company held contracts in the amount of $13.8 million to trade U.S. dollars in exchange for Canadian dollars (note 5).

8. Income taxes

For the three months ended June 30, 2017, we recorded an income tax expense of $1.1 million on income before income taxes of $6.3 million, using an estimated effective tax rate for the fiscal year ending December 31, 2017 (“Fiscal 2017”) adjusted for certain minimum state taxes as well as the inclusion of a $1.2 million tax recovery related to the adoption of ASU 2016-09, which requires all excess tax benefits and tax deficiencies related to employee share-based payments to be recognized through income tax expense on a prospective basis. Comparatively, for the three months ended June 30, 2016, the Company recorded a provision for income taxes of $2.1 million on income before taxes of $6.1 million, using an estimated effective tax rate for the 2016 fiscal year.

For the six months ended June 30, 2017, we recorded an income tax expense of $1.0 million on income before income taxes of $8.6 million, using an estimated effective tax rate for Fiscal 2017 adjusted for certain minimum state taxes as well as the inclusion of a $2.2 million tax recovery related to the adoption of ASU 2016-09, which requires all excess tax benefits and tax deficiencies related to employee share-based payments to be recognized through income tax expense on a prospective basis. Comparatively, for the six months ended June 30, 2016, the Company recorded a provision for income taxes of $4.0 million on income before taxes of $12.5 million, using an estimated effective tax rate for the 2016 fiscal year.

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the years in which those temporary differences become deductible. The Company considers projected future taxable income, uncertainties related to the industry in which we operate, and tax planning strategies in making this assessment.

On January 20, 2017, the Company acquired eNom and as part of the acquisition, the Company assumed $21.9 million of deferred tax liabilities (note 4 (b)).

The Company follows the provisions of FASB ASC Topic 740, Income Taxes to account for income tax exposures. The application of this interpretation requires a two-step process that separates recognition of uncertain tax benefits from measurement thereof.

The Company had nil gross unrecognized tax benefit as of June 30, 2017 and approximately $0.1 million as of December 31, 2016. During the quarter ended June 30, 2017, the Company settled the outstanding tax matter relating to prior Pennsylvania state franchise taxes under the state’s tax amnesty program.

The Company recognizes accrued interest and penalties related to income taxes in income tax expense. The Company did not have significant interest and penalties accrued at June 30, 2017 and December 31, 2016, respectively.

9. Basic and diluted earnings per common share:

Basic earnings per common share has been calculated by dividing net income for the period by the weighted average number of common shares outstanding during each period. Diluted earnings per share has been calculated by dividing net income for the period by the weighted average number of common shares and potentially dilutive common shares outstanding during the period. In computing diluted earnings per share, the treasury stock method is used to determine the number of shares assumed to be purchased from the conversion of common share equivalents or the proceeds of option exercises.

The following table is a summary of the basic and diluted earnings per common share:

	Three months ended June 30,				Six months ended June 30,
	2017		2016		2017		2016

Numerator for basic and diluted earnings per common share:
Net income for the period	$	5,241,484	$	4,070,786	$	7,687,975	$	8,509,024

Denominator for basic and diluted earnings per common share:
Basic weighted average number of common shares outstanding		10,528,219		10,541,659		10,501,407		10,607,843
Effect of outstanding stock options		264,812		192,201		284,278		189,615
Diluted weighted average number of shares outstanding		10,793,031		10,733,860		10,785,685		10,797,458

Basic earnings per common share	$	0.50	$	0.39	$	0.73	$	0.80

Diluted earnings per common share	$	0.49	$	0.38	$	0.71	$	0.79

For the three months ended June 30, 2017, outstanding options to purchase 18,500 common shares were not included in the computation of diluted income per common share because all such options had exercise prices greater than the average market price of the common shares (three months ended June 30, 2016 – 76,800).

For the six months ended June 30, 2017, outstanding options to purchase 23,500 common shares were not included in the computation of diluted income per common share because all such options had exercise prices greater than the average market price of the common shares (six months ended June 30, 2016 – 126,800).

During the three and six months ended June 30, 2017, no common shares were repurchased and cancelled under the terms of our stock repurchase program announced in March 2017.

During the three and six months ended June 30, 2016, 209,698 and 308,416 common shares were repurchased and cancelled under the terms of our stock repurchase program announced in February 2016.

The computation of earnings per share and diluted earnings per share for the three and six months ended June 30, 2017 and 2016 include reductions in the number of shares outstanding due to these repurchases.

10. Segment reporting:

(a) We are organized and managed based on two operating segments which are differentiated primarily by their services, the markets they serve and the regulatory environments in which they operate and are described as follows:

1. Network Access Services - This segment derives revenue from the sale of mobile phones, telephony services, high speed Internet access, Internet hosting and consulting services to individuals and small businesses primarily through the Ting website. Revenues are generated in the United States.

2. Domain Services – This segment includes wholesale and retail domain name registration services, value added services and portfolio services. The Company primarily earns revenues from the registration fees charged to resellers in connection with new, renewed and transferred domain name registrations; the sale of retail Internet domain name registration and email services to individuals and small businesses; and by making its portfolio of domain names available for sale or lease. Domain Services revenues are attributed to the country in which the contract originates, primarily Canada and the United States.

The Chief Executive Officer is the chief operating decision maker and regularly reviews the operations and performance by segment. The chief operating decision maker reviews gross profit as a key measure of performance for each segment and to make decisions about the allocation of resources. Sales and marketing expenses, technical operations and development expenses, general and administrative expenses, depreciation of property and equipment, amortization of intangibles assets, impairment of indefinite life intangible assets, loss on currency forward contracts, other income (expense), and provision for income taxes, are organized along functional lines and are not included in the measurement of segment profitability. Total assets and total liabilities are centrally managed and are not reviewed at the segment level by the chief operating decision maker. The Company follows the same significant accounting policies and estimates for the segments as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Information by operating segments, which is regularly reported to the chief operating decision maker is as follows:

	Network Access		Domain Name Services		Consolidated Totals
Three months ended June 30, 2017

Net Revenues	$	21,465,896	$	62,757,405	$	84,223,301

Cost of revenues
Cost of revenues		11,668,233		47,777,111		59,445,344
Network expenses		409,744		1,850,822		2,260,566
Depreciation of property and equipment		489,964		224,665		714,629
Amortization of intangible assets		11,532		443,870		455,402
Total cost of revenues		12,579,473		50,296,468		62,875,941
Gross Profit		8,886,423		12,460,937		21,347,360

Expenses:
Sales and marketing						7,447,225
Technical operations and development						1,798,097
General and administrative						3,286,610
Depreciation of property and equipment						164,693
Amortization of intangible assets						1,608,489
Loss (gain) on currency forward contracts						(26,776	)
Income from operations						7,069,022
Other income (expenses), net						(744,548	)
Income before provision for income taxes					$	6,324,474

	Network Access		Domain Name Services		Consolidated Totals
Three months ended June 30, 2016

Net Revenues	$	18,769,534	$	28,434,379	$	47,203,913

Cost of revenues
Cost of revenues		9,851,936		19,940,172		29,792,108
Network expenses		219,797		1,185,029		1,404,826
Depreciation of property and equipment		211,382		139,538		350,920
Amortization of intangible assets		11,532		-		11,532
Total cost of revenues		10,294,647		21,264,739		31,559,386
Gross Profit		8,474,887		7,169,640		15,644,527

Expenses:
Sales and marketing						5,230,118
Technical operations and development						998,651
General and administrative						2,926,608
Depreciation of property and equipment						76,922
Amortization of intangible assets						276,918
Impairment of indefinite life intangible assets						3,894
Loss (gain) on currency forward contracts						(8,711	)
Income from operations						6,140,127
Other income (expenses), net						8,292
Income before provision for income taxes					$	6,148,419


	Network Access		Domain Name Services		Consolidated Totals
Six months ended June 30, 2017

Net Revenues	$	40,566,760	$	113,224,603	$	153,791,363

Cost of revenues
Cost of revenues		22,078,630		86,677,426		108,756,056
Network expenses		951,706		3,652,056		4,603,762
Depreciation of property and equipment		916,042		388,934		1,304,976
Amortization of intangible assets		23,064		812,500		835,564
Total cost of revenues		23,969,442		91,530,916		115,500,358
Gross Profit		16,597,318		21,693,687		38,291,005

Expenses:
Sales and marketing						14,666,547
Technical operations and development						3,492,238
General and administrative						6,743,953
Depreciation of property and equipment						331,010
Amortization of intangible assets						2,989,298
Loss (gain) on currency forward contracts						(61,201	)
Income from operations						10,129,160
Other income (expenses), net						(1,483,644	)
Income before provision for income taxes					$	8,645,516

	Network Access		Domain Name Services		Consolidated Totals
Six months ended June 30, 2016

Net Revenues	$	35,767,372	$	56,182,631	$	91,950,003

Cost of revenues
Cost of revenues		18,797,214		39,801,613		58,598,827
Network expenses		434,323		2,203,434		2,637,757
Depreciation of property and equipment		397,062		300,611		697,673
Amortization of intangible assets		23,064		-		23,064
Total cost of revenues		19,651,663		42,305,658		61,957,321
Gross Profit		16,115,709		13,876,973		29,992,682

Expenses:
Sales and marketing						9,695,174
Technical operations and development						2,175,011
General and administrative						5,331,535
Depreciation of property and equipment						150,190
Amortization of intangible assets						333,915
Impairment of indefinite life intangible assets						24,879
Loss (gain) on currency forward contracts						(119,468	)
Income from operations						12,401,446
Other income (expenses), net						90,941
Income before provision for income taxes					$	12,492,387

(b) The following is a summary of the Company’s revenue earned from each significant revenue stream:

	Three months ended June 30,				Six months ended June 30,
	2017		2016		2017		2016

Network Access Services:
Mobile Services	$	20,378,589	$	17,805,476	$	38,341,457	$	33,912,901
Other Services		1,087,307		964,058		2,225,303		1,854,471
Total Network Access Services		21,465,896		18,769,534		40,566,760		35,767,372

Domain Services:
Wholesale
Domain Services		48,550,092		21,665,990		87,641,907		42,923,645
Value Added Services		5,575,940		2,308,070		9,632,752		4,607,110
Total Wholesale		54,126,032		23,974,060		97,274,659		47,530,755

Retail		7,662,919		3,575,529		14,064,622		7,026,424
Portfolio		968,454		884,790		1,885,322		1,625,452
Total Domain Services		62,757,405		28,434,379		113,224,603		56,182,631

	$	84,223,301	$	47,203,913	$	153,791,363	$	91,950,003

During the three and six months ended June 30, 2017 and 2016, no customer accounted for more than 10% of total revenue. As at June 30, 2017 and December 31, 2016, no customer accounted for more than 10% of accounts receivable.

	Three months ended June 30,				Six months ended June 30,
	2017		2016		2017		2016

Network Access Services:
Mobile Services	$	10,701,805	$	9,380,533	$	20,268,965	$	17,938,968
Other Services		966,428		471,403		1,809,665		858,246
Total Network Access Services		11,668,233		9,851,936		22,078,630		18,797,214

Domain Services:
Wholesale
Domain Services		42,449,592		17,638,074		76,912,519		35,280,658
Value Added Services		594,479		459,001		1,152,419		938,453
Total Wholesale		43,044,071		18,097,075		78,064,938		36,219,111

Retail		4,547,794		1,662,350		8,165,197		3,240,793
Portfolio		185,246		180,747		447,291		341,709
Total Domain Services		47,777,111		19,940,172		86,677,426		39,801,613

Network Expenses:
Network, other costs		2,260,566		1,404,826		4,603,762		2,637,757
Network, depreciation and amortization costs		1,170,031		362,452		2,140,540		720,737
		3,430,597		1,767,278		6,744,302		3,358,494

	$	62,875,941	$	31,559,386	$	115,500,358	$	61,957,321

(d) The following is a summary of the Company’s property and equipment by geographic region:

	June 30, 2017		December 31, 2016

Canada	$	1,048,911	$	1,010,427
United States		19,326,557		12,398,961
Germany		30,474		41,050
	$	20,405,942	$	13,450,438

(e) The following is a summary of the Company’s amortizable intangible assets by geographic region:

	June 30, 2017		December 31, 2016

Canada	$	5,384,192	$	5,850,596
United States		41,678,000		633,798
Germany		222,430		325,090
	$	47,284,622	$	6,809,484

(f) The following is a summary of the Company’s deferred tax asset by geographic region:

	June 30, 2017		December 31, 2016

Canada	$	-	$	5,708,725
	$	-	$	5,708,725

(g) Valuation and qualifying accounts:

Allowance for doubtful accounts excluding provision for credit notes	Balance at beginning of period		Charged to (recovered) costs and expenses		Write-offs during period		Balance at end of period

Six months ended June 30, 2017	$	164,145	$	2,582	$	-	$	166,727
Year ended December 31, 2016	$	122,095	$	42,050	$	-	$	164,145

11. Commitments and contingencies:

The Company is involved in various legal claims and lawsuits in connection with its ordinary business operations. The Company intends to vigorously defend these claims. While the final outcome with respect to any actions or claims outstanding or pending as of June 30, 2017 cannot be predicted with certainty, management does not believe that the resolution of these claims, individually or in the aggregate, will have a material adverse effect on the Company's financial position.

12. Stockholders’ Equity:

The following unaudited table summarizes stockholders' equity transactions for the three-month period ended June 30, 2017:

												Accumulated
						Additional			Retained			other		Total
	Common stock					paid in			earnings			comprehensive		stockholders'
	Number			Amount		capital			(deficit)			income (loss)		equity

Balances, March 31, 2017		10,504,152		$	14,783,156	$	2,160,720		$	22,833,503		$	204,763	$	39,982,142
Exercise of stock options		66,746			342,170		(257,201	)		-			-		84,969
Shares deducted from exercise of stock options for payment of witholding taxes and exercise consideration		(18,497	)		-		(609,308	)		-			-		(609,308	)
Stock-based compensation (note 13)		-			-		313,265			-			-		313,265
Net income		-			-		-			5,241,484			-		5,241,484
Accretion of redeemable non-controlling interest in Ting Virginia, LLC.		-			-		-			(12,549	)		-		(12,549	)
Other comprehensive income (loss)		-			-		-			-			125,343		125,343
Balances, June 30, 2017		10,552,401		$	15,125,326	$	1,607,476		$	28,062,438		$	330,106	$	45,125,346

The following unaudited table summarizes stockholders' equity transactions for the six-month period ended June 30, 2017:

												Accumulated
						Additional			Retained			other		Total
	Common stock					paid in			earnings			comprehensive		stockholders'
	Number			Amount		capital			(deficit)			income (loss)		equity

Balances, December 31, 2016		10,461,574		$	14,460,500	$	2,857,921		$	20,399,511		$	99,154	$	37,817,086
Exercise of stock options		135,622			664,826		(559,989	)		-			-		104,837
Shares deducted from exercise of stock options for payment of witholding taxes and exercise consideration		(44,795	)		-		(1,321,541	)		-			-		(1,321,541	)
Stock-based compensation (note 13)		-			-		631,085			-			-		631,085
Net income		-			-		-			7,687,975			-		7,687,975
Accretion of redeemable non-controlling interest in Ting Virginia, LLC.		-			-		-			(25,048	)		-		(25,048	)
Other comprehensive income (loss)		-			-		-			-			230,952		230,952
Balances, June 30, 2017		10,552,401		$	15,125,326	$	1,607,476		$	28,062,438		$	330,106	$	45,125,346

On March 1, 2017, the Company announced that its Board of Directors had approved a stock buyback program to repurchase up to $40 million of its common stock in the open market. Purchases will be made exclusively through the facilities of the NASDAQ Capital Market. The stock buyback program commenced on March 1, 2017 and will terminate on or before February 28, 2018. During the three and six months ended June 30, 2017, the Company did not repurchase any shares under this program.

On February 9, 2016, the Company announced that its Board of Directors had approved a stock buyback program to repurchase up to $40 million of its common stock in the open market. Purchases will be made exclusively through the facilities of the NASDAQ Capital Market. The stock buyback program commenced on February 10, 2016 and terminated on February 9, 2017. The Company repurchased 209,698 and 308,416 shares under this program for the three and six months ended June 30, 2016 for a total of $5.0 million and $7.2 million, respectively.

On February 11, 2015, the Company announced that its Board of Directors had approved a stock buyback program to repurchase up to $20 million of its common stock in the open market. Purchases were made exclusively through the facilities of the NASDAQ Capital Market. The stock buyback program commenced on February 16, 2015 and terminated on February 9, 2016. The Company did not repurchase any shares under this program during the six months ended June 30, 2016.

13. Share-based payments

(a) Stock options

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model, consistent with the guidance on stock compensation. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The assumptions presented in the table below represent the weighted average of the applicable assumption used to value stock options at their grant date. The Company calculates expected volatility based on historical volatility of the Company's common shares. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on historical exercise experience. The Company evaluated historical exercise behavior when determining the expected term assumptions. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company determines the expected dividend yield percentage by dividing the expected annual dividend by the market price of our common shares at the date of grant.

Details of stock option transactions for the three months ended June 30, 2017 and June 30, 2016 are as follows:

	Three months ended June 30,					Three months ended June 30,
	2017					2016
	Number of shares			Weighted average exercise price per share		Number of shares			Weighted average exercise price per share

Outstanding, beginning of period		430,611		$	15.46		550,641		$	10.48
Granted		-			-		8,000			23.37
Exercised		(66,746	)		8.26		(51,963	)		3.52
Forfeited		(257	)		11.43		(4,088	)		23.83
Expired		-			-		-			-
Outstanding, end of period		363,608			16.79		502,590			11.30
Options exercisable, end of period		213,769		$	11.46		298,343		$	7.08

Details of stock option transactions for the six months ended June 30, 2017 and June 30, 2016 are as follows:

	Six months ended June 30,					Six months ended June 30,
	2017					2016
	Number of shares			Weighted average exercise price per share		Number of shares			Weighted average exercise price per share

Outstanding, beginning of period		474,501		$	12.67		513,366		$	9.24
Granted		32,875			40.56		63,000			21.21
Exercised		(135,622	)		8.04		(63,537	)		3.72
Forfeited		(8,146	)		18.24		(9,489	)		17.23
Expired		-			-		(750	)		3.76
Outstanding, end of period		363,608			16.79		502,590			11.30
Options exercisable, end of period		213,769		$	11.46		298,343		$	7.08

As of June 30, 2017, the exercise prices, weighted average remaining contractual life and intrinsic values of outstanding options were as follows:

			Options outstanding								Options exercisable
Exercise price			Number outstanding		Weighted average exercise price per share		Weighted average remaining contractual life (years)		Aggregate intrinsic value		Number exercisable		Weighted average exercise price per share		Weighted average remaining contractual life (years)		Aggregate intrinsic value

$2.92	-	$8.92		123,395	$	6.46		1.9	$	5,853,446		123,395	$	6.46		1.9	$	5,853,446
$10.16	-	$19.95		126,338		16.28		4.0		4,752,589		64,124		16.01		3.7		2,429,911
$21.10	-	$27.53		81,000		23.65		4.7		2,450,242		26,250		23.86		3.8		788,625
$35.25	-	$37.35		14,375		35.89		5.9		258,906		-		-		-		-
$43.15	-	$47.00		18,500		44.19		6.6		179,625		-		-		-		-
				363,608	$	16.79		3.6	$	13,494,808		213,769	$	11.46		2.7	$	9,071,982

Total unrecognized compensation cost relating to unvested stock options at June 30, 2017 was approximately $1.3 million and is expected to be recognized over a weighted average period of 1.6 years.

The Company recorded stock-based compensation of $0.3 million and $0.6 million for the three and six months ended June 30, 2017 and $0.2 million and $0.4 million for the three and six months ended June 30, 2016, respectively.

The Company has not capitalized any stock-based compensation expense as part of the cost of an asset.

14. Fair value measurement

ASC Topic 820, “Fair Value Measurements and Disclosures” establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company's own assumptions used to measure assets and liabilities at fair value. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table provides a summary of the fair values of the Company's derivative instrument assets and liabilities measured at fair value on a recurring basis at June 30, 2017:

	June 30, 2017
	Fair Value Measurement Using						Assets (Liabilities)
	Level 1		Level 2		Level 3		at Fair value

Derivative instrument asset	$	-	$	573,378	$	-	$	573,378

The following table provides a summary of the fair values of the Company's derivative instrument assets measured at fair value on a recurring basis as at December 31, 2016:

	December 31, 2016
	Fair Value Measurement Using						Assets (Liabilities)
	Level 1		Level 2		Level 3		at Fair value

Derivative instrument asset	$	-	$	172,888	$	-	$	172,888

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accreditation fees payable, customer deposits, loan payable and accrued liabilities approximate their fair values due to the relatively short periods to maturity of the instruments.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains, in addition to historical information, forward-looking statements by us with regard to our expectations as to financial results and other aspects of our business that involve risks and uncertainties and may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “should,” “anticipate,” “believe,” “plan,” “estimate,” “expect” and “intend,” and other similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this report include statements regarding, among other things, the competition we expect to encounter as our business develops and competes in a broader range of Internet services, our expectation regarding the acquisition of eNom, the Company's foreign currency requirements, specifically for the Canadian dollar; Ting mobile and fixed Internet access subscriber growth and retention rates; our belief regarding the underlying platform for our domain services, our expectation regarding the trend of sales of domain names and advertising; our belief that, by increasing the number of services we offer, we will be able to generate higher revenues; the revenue that our parked page vendor relationships may generate in the future; the potential impact of current and pending claims on our business; our valuations of certain deferred tax assets; our expectation to collect our outstanding receivables, net of our allowance for doubtful accounts; our expectation regarding fluctuations in certain expense and cost categories; our expectations regarding our unrecognized tax; our expectations regarding cash from operations to fund our business; the impact of cancellations of or amendments to market development fund programs under which we receive funds, our expectation regarding our ability to manage realized gains/losses from foreign currency contracts; and general business conditions and economic uncertainty. 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. Many factors affect our ability to achieve our objectives and to successfully develop and commercialize our services including:

•

Changes in the nature of key strategic relationships with our Mobile Virtual Network Operator ("MVNO") partners;

•

The effects of vigorous competition on a highly penetrated mobile telephony market, including the impact of competition on the price we are able to charge subscribers for services and devices and on the geographic areas served by our MVNO partner wireless networks;

•

Our ability to manage any potential increase in subscriber churn or bad debt expense;

•

Our ability to continue to generate sufficient working capital to meet our operating requirements;

•

Our ability to maintain a good working relationship with our vendors and customers;

•

The ability of vendors to continue to supply our needs;

•

Actions by our competitors;

•

Our ability to attract and retain qualified personnel in our business;

•

Our ability to effectively manage our business;

•

The effects of any material impairment of our goodwill or other indefinite-lived intangible assets;

•

Our ability to obtain and maintain approvals from regulatory authorities on regulatory issues;

•

Our ability to invest in the build-out of fiber networks into selected towns and cities to provide Internet access services to residential and commercial customers while maintaining the development and sales of our established services;

•

Our ability to effectively integrate acquisitions, including the acquisition of eNom in January 2017;

•

Our ability to service our debt, including interest payments and scheduled principal repayments;

•

Pending or new litigation; and

•

Factors set forth herein under the caption “Item 1A Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

This list of factors that may affect our future performance and financial and competitive position and also the accuracy of forward-looking statements is illustrative, but it is by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements included in this document are based on information available to us as of the date of this document, and we assume no obligation to update these cautionary statements or any forward-looking statements except to the extent of any obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended. These statements are not guarantees of future performance.

We qualify all the forward-looking statements contained in this Quarterly Report on Form 10-Q by the foregoing cautionary statements.

OVERVIEW

Our mission is to provide simple useful services that help people unlock the power of the Internet. We accomplish this by reducing the complexity our customers’ experience as they access the Internet (at home or on the go) or Internet services such as domain name registration, email, mobile telephony services and other Internet services. We are organized and managed based on two segments, Network Access Services and Domain Services, which are differentiated primarily by their services, the markets they serve and the regulatory environments in which they operate.

Our principal place of business is located in Canada. Our Network Access Services segment primarily derives revenue from the sale of retail mobile phones, telephony services and high-speed Internet access to individuals and small businesses, and our Domain Services segment derives revenue from three distinct service offerings – Wholesale, Retail and Portfolio. To assist us in forecasting growth and to help us monitor the effectiveness of our operational strategies, our management regularly reviews revenue and cost of revenues for each of our segments in order to gain more depth and understanding of the key business metrics driving our business.

On January 20, 2017, we completed the acquisition of eNom, a domain registrar business. For more information on this acquisition, see note 4(b) to the unaudited interim financial statements included in this report.

For the three months ended June 30, 2017 and June 30, 2016, we reported revenue of $84.2 million and $47.2 million, respectively.

For the six months ended June 30, 2017 and June 30, 2016, we reported revenue of $153.8 million and $92.0 million, respectively.

Network Access Services

Network Access Services includes mobile, fixed high-speed Internet access services, Internet hosting and network consulting services.

Our mobile services are primarily distributed through the Ting website and to a lesser extent certain third-party retail stores and on-line retailers. We generate revenues from the sale of retail telephony services, mobile phone hardware and related accessories (“Ting Mobile”) to individuals and small businesses through the Ting website. Ting Mobile’s primary focus is providing simple and easy to use services, including simple value pricing, in particular for multi-line accounts, and superior customer care.

The Company also derives revenue from the sale of fixed high-speed Internet access (“Ting Internet”) in select towns including Holly Springs, North Carolina, Westminster, Maryland; and Charlottesville, Virginia. Our primary sales channel of Ting Internet is through the Ting website. The primary focus of Ting Internet is to provide reliable Gigabit Internet services to consumer and business customers. We also derive revenue from providing Internet hosting and network consulting services to business customers in Central Virginia through our acquisition of a 70% share in Ting Virginia, LLC on February 27, 2015, which was increased to a 90% interest in February, 2017.

Revenues from Ting Mobile and Ting Internet are generated in the United States and are provided on a monthly basis with no fixed contract term.

As of June 30, 2017, Ting managed mobile telephony services for approximately 170,000 subscribers and had approximately 278,000 devices under management. For a discussion of the subscribers and devices under management and how they impacted our financial results, see the Net Revenue discussion below.

Domain Services

Domain Services include wholesale and retail domain name registration services, value added services and portfolio services derived through our OpenSRS, eNom and YummyNames brands We earn revenues primarily from the registration fees charged to resellers in connection with new, renewed and transferred domain name registrations. In addition, we earn revenues from the sale of retail domain name registration and email services to individuals and small businesses; and by making our portfolio of domain names available for sale or lease. Domain Services revenues are attributed to the country in which the contract originates, primarily Canada and the United States.

Our primary distribution channel is a global network of approximately 39,000 resellers that operate in over 150 countries and who typically provide their customers, the end-users of Internet-based services, with solutions for establishing and maintaining an online presence. The increase in our reseller network during the quarter from 13,000 resellers resulted from our acquisition of eNom in January 2017. Our primary focus is serving the needs of this network of resellers by providing the broadest portfolio of gTLD and ccTLD options and related services, a white-label platform that facilitates the provisioning and management of domain names, a powerful Application Program Interface (API), easy-to-use interfaces, comprehensive management and reporting tools, and proactive and attentive customer service. Our services are integral to the solutions that our resellers deliver to their customers. We provide “second tier” support to our resellers by email, chat and phone in the event resellers experience issues or problems with our services. In addition, our Network Operating Center proactively monitors all services and network infrastructure to address deficiencies before customer services are impacted.

We believe that the underlying platforms for our services are among the most mature, reliable and functional reseller-oriented provisioning and management platforms in our industry, and we continue to refine, evolve and improve these services for both resellers and end-users. Our business model is characterized primarily by non-refundable, up-front payments, which lead to recurring revenue and positive operating cash flow.

Wholesale, primarily branded as OpenSRS and eNom, derives revenue from its Domain Service and from providing Value-Added Services. The OpenSRS and eNom Domain Services manage 29 million domain names under the Tucows and eNom ICANN registrar accreditations and for other registrars under their own accreditations. Value-Added Services include hosted email which provides email delivery and webmail access to millions of mailboxes, Internet security services, publishing tools and other value-added services. All of these services are made available to end-users through a network of 40,000 web hosts, Internet service providers (“ISPs”), and other resellers around the world. In addition, we also derive revenue by monetizing domain names which are near the end of their lifecycle through advertising revenue or auction sale. A significant portion of the of monetization of domain expiry stream comes from NameJet, our 50% joint investment with Web.com that was acquired as part of the eNom acquisition.

Retail, primarily the Hover and eNom portfolio of websites, including eNom, eNom Central and Bulkregister, derive revenues from the sale of domain name registration and email services to individuals and small businesses. Retail also includes our Personal Names Service – based on over 36,000 surname domains – that allows roughly two-thirds of Americans to purchase an email address based on their last name.

Portfolio generates revenue by offering names in our domain portfolio for resale through a number of distribution channels, including NameJet and our reseller network. We also generate advertising revenue from our portfolio.

KEY BUSINESS METRICS

We regularly review a number of business metrics, including the following key metrics, to assist us in evaluating our business, measure the performance of our business model, identify trends impacting our business, determine resource allocations, manage our operational cash flow, formulate financial projections and make strategic business decisions. The following are key business metrics:

Adjusted EBITDA

Tucows reports all financial information in accordance with United States generally accepted accounting principles (GAAP). Along with this information, to assist financial statement users in an assessment of our historical performance, we typically disclose and discuss a non-GAAP financial measure, adjusted EBITDA, on investor conference calls and related events that exclude certain non-cash and other charges as we believe that the non-GAAP information enhances investors' overall understanding of our financial performance. For additional information regarding adjusted EBITDA, see “—Results of Operations for the Three and Six Months Ended June 30, 2017 as Compared to the Three and Six Months Ended June 30, 2016 — Adjusted EBITDA.”

Network Access Services

	June 30,
	2017 ⁽¹⁾		2016⁽¹⁾

Ting subscribers under management		170,000		144,000
Ting devices under management		278,000		227,000

(1)

For a discussion of these period to period changes in subscribers and devices under management and how they impacted our financial results, see the Net Revenue discussion below.

Domain Services

Total new, renewed and transferred-in domain name registrations:

Three months ended

June 30,

Six months ended

June 30,

2017 ⁽¹⁾

2016 ⁽¹⁾

2017 ⁽¹⁾

2016 ⁽¹⁾

(in 000's)

Total new, renewed and transferred-in domain name registrations

4,929

2,751

9,819

5,103

(1)

For a discussion of these period to period changes in the domain names provisioned and how they impacted our financial results, see the Net Revenues discussion below.

Domain names under management:

	June 30,
	2017 ⁽¹⁾		2016 ⁽¹⁾
	(in 000's)
Domain names under management:
Registered using Registrar Accreditation belonging to the Tucows Group		23,178		11,539
Registered using Registrar Accreditations belonging to Resellers		5,633		3,265
Total domain names under management		28,811		14,804

(1)

For a discussion of these period to period changes in domain names under management and how they impacted our financial results, see the Net Revenue discussion below.

OPPORTUNITIES, CHALLENGES AND RISKS

As a MVNO our Ting service is reliant on our Mobile Network Operators ("MNOs") providing competitive networks. Our MNOs each continue to invest in network expansion and modernization to improve their competitive positions. Deployment of new and sophisticated technology on a very large-scale entails risks. Should they fail to implement, maintain and expand their network capacity and coverage, adapt to future changes in technologies and continued access to and deployment of adequate spectrum successfully, our ability to provide wireless services to our subscribers, to retain and attract subscribers and to maintain and grow our subscriber revenues could be adversely affected, which would negatively impact our operating margins.

Ting has also enjoyed rapid growth in its first five years of operation. During this growth phase, we have been able to continue to grow gross customer additions and maintain a consistent churn rate, which has allowed us to maintain net new customer additions despite the impact of churn on a fast-growing customer base. We expect price competition to grow more intense in the industry which could result in increased customer churn or reductions of customer acquisition rates either of which could result in slower growth rates or in certain cases, negatively affect our ability to maintain growth.

The communications industry continues to compete on the basis of network reach and performance, types of services and devices offered, and price.

The increased competition in the market for Internet services in recent years, which we expect will continue to intensify in the short and long term, poses a material risk for us. As new registrars are introduced, existing competitors expand service offerings and competitors offer price discounts to gain market share, we face pricing pressure, which can adversely impact our revenues and profitability. To address these risks, we have focused on leveraging the scalability of our infrastructure and our ability to provide proactive and attentive customer service to aggressively compete to attract new customers and to maintain existing customers.

Substantially all of our Domain Services revenue is derived from domain name registrations and related value-added services from wholesale and retail customers using our provisioning and management platforms. The market for wholesale registrar services is both price sensitive and competitive and is evolving with the introduction of New gTLDs, particularly for large volume customers, such as large web hosting companies and owners of large portfolios of domain names. We have a relatively limited ability to increase the pricing of domain name registrations without negatively impacting our ability to maintain or grow our customer base. We will continue to maintain separate accreditations, branding and support for OpenSRS and eNom and our growth will depend on our ability to continue to attract and retain customers for both brands by maintaining strong domain name registration and value-added service renewal rates and to grow our customer relationships through refining, evolving and improving our provisioning platforms and customer service for both resellers and end-users. In addition, we also generate revenue through pay-per-click advertising and the sale of names from our portfolio of domain names and through the domain expiry streams. The revenue associated with domain sales and advertising has recently experienced flat to declining trends due to the uncertainty around the implementation of ICANN’s New gTLD Program, lower traffic and declining advertising yields in the marketplace, which we expect to continue.

From time-to-time certain of our vendors provide us with market development funds to expand or maintain the market position for their services. Any decision by these vendors to cancel or amend these programs for any reason may result in payments in future periods not being commensurate with what we have achieved during past periods.

Sales of domain names from our domain portfolio has a negative impact on our advertising revenue as these names are no longer available for advertising purposes. In addition, the timing of larger domain name portfolio sales is unpredictable and may lead to significant quarterly and annual fluctuations in our Portfolio revenue.

Our revenue is primarily realized in U.S. dollars and a major portion of our operating expenses are paid in Canadian dollars. Fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar may have a material effect on our business, financial condition and results from operations. In particular, we may be adversely affected by a significant weakening of the U.S. dollar against the Canadian dollar on a quarterly and an annual basis. Our policy with respect to foreign currency exposure is to manage our financial exposure to certain foreign exchange fluctuations with the objective of neutralizing some or all of the impact of foreign currency exchange movements by entering into foreign exchange forward contracts to mitigate the exchange risk on a portion of our Canadian dollar exposure. We may not always enter into such forward contracts and such contracts may not always be available and economical for us. Additionally, the forward rates established by the contracts may be less advantageous than the market rate upon settlement.

Net Revenues

Network Access Services

Mobile

We derive revenue from Ting's sale of retail mobile phones and services and provide customers with access to our provisioning and management tools to enable them, via the ting.com website, to purchase retail mobile phones and services nationally. Revenues are generated in the United States with a fixed access line charge per device and variable charges based on actual voice, data and text usage. Services are provided on a monthly basis with no fixed contract term.

Other Services

Other services derive revenues from providing fixed high-speed internet access to individuals and small businesses in select cities including Holly Springs, Westminster, Maryland and Charlottesville, Virginia along with Internet hosting and network consulting services to customers in Charlottesville, Virginia. Ting provides customers with access to our provisioning and management tools to enable them, via the ting.com website, to purchase our fixed Internet access services. Revenues are generated from fixed monthly access charges with a primary focus on the 1 GB unlimited data usage package. Services are provided on a monthly basis with no fixed contract term.

Domain Services

Wholesale - OpenSRS Domain Service

Historically, our wholesale OpenSRS Domain Service has constituted the largest portion of our business and encompasses all of our services as an accredited registrar related to the registration, renewal, transfer and management of domain names. In addition, this service fuels other revenue categories as it often is the initial service for which a reseller will engage us, enabling us to follow on with other services and allowing us to add to our portfolio by purchasing names registered through us upon their expiration. With the acquisition of eNom and its 26,000-reseller network, domain services will continue to be the largest portion of our business and will further fuel our ability sell add-on services.

We receive revenues for each domain registration or other Internet service processed through our system by Service Providers. Our domain service revenue is principally comprised of registration fees charged to resellers in connection with new, renewed and transferred domain name registrations. The registration fee provides our resellers with access to our provisioning and management tools to enable them to register and administer domain names and access to additional services like WHOIS privacy and DNS (Domain Name System) services, enhanced domain name suggestion tools and access to our premium domain names. We earn fees in connection with each new, renewed and transferred-in registration and from providing provisioning services to resellers and registrars on a monthly basis. Domain registrations are generally purchased for terms of one to ten years, with a majority having a one-year term. Payments for the full term of all services, or billed revenue, are received at the time of activation of service and where appropriate are recorded as deferred revenue and are recognized as earned ratably over the term of provision of service. This accounting treatment reasonably approximates a recognition pattern that corresponds with the provision of the services during the quarters and the years.

Wholesale – Value-Added Services

We derive revenue from our hosted email service through our global distribution network. Our hosted email service is offered on a per account, per month basis, and provides resellers with a reliable, scalable “white label” hosted email solution that can be customized to their branding and business model requirements. The hosted email service also includes spam and virus filtering on all accounts. End-users can access the hosted email service via a full-featured, multi-language web interface or through traditional desktop email clients, such as Microsoft Outlook or Apple Mail, using IMAP or POP/SMTP.

We also derive revenue from other Value-Added Services primarily from provisioning SSL certificates. In addition, we derive revenue from the bulk sale of domain names and advertising from the OpenSRS and eNom domain expiry stream.

In addition, we provide billing, provisioning and customer care software solutions to ISPs through our Platypus billing software.

Retail

We derive revenues from Hover and eNom’s retail properties through the sale of retail domain name registration and email services to individuals and small businesses.

Portfolio

We derive revenue from our portfolio of domain names by displaying advertising on the domains and by making them available for sale or lease. When a user types one of these domain names into a web browser, they are presented with dynamically generated links that are pay-per-click advertising. Every time a user clicks on one of these links, it generates revenue for us through our partnership with third-parties who provide syndicated pay-per-click advertising (“parked page vendors”).

Our parked page vendor relationships may not continue to generate levels of revenue commensurate with what we have achieved during past periods. Our ability to generate online advertising revenue from parked page vendors depends on their advertising networks' assessment of the quality and performance characteristics of Internet traffic resulting from online advertisements rendered on their websites. We have no control over any of these quality assessments. Parked page vendors may from time to time change their existing, or establish new, methodologies and metrics for valuing the quality of Internet traffic and delivering pay-per-click advertisements. Any changes in these methodologies, metrics and advertising technology platforms could decrease the amount of revenue that we generate from online advertisements. In addition, parked page vendors may at any time change the nature of the service or suspend the service that they provide to online advertisers. These types of changes or suspensions would adversely impact our ability to generate revenue from pay-per-click advertising.

Portfolio names are sold through our premium domain name service, auctions or in negotiated sales. The size of our domain name portfolio varies over time, as we acquire and sell domains on a regular basis to maximize the overall value and revenue generation potential of our portfolio. In evaluating names for sale, we consider the potential foregone revenue from pay-per-click advertising, as well as other factors. The name will be offered for sale if, based on our evaluation, the name is deemed non-essential to our business and management believes that deriving proceeds from the sale is strategically more beneficial to the Company.

Portfolio names that have been acquired from third-parties or through acquisition are included as intangible assets with indefinite lives on our consolidated balance sheet.

Critical Accounting Policies

Preparation of our consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. There have been no material changes to the critical accounting policies and estimates as previously disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2016, except for the adoption of Accounting Standard Update No. 2016-05 Derivatives and Hedging (Topic 815), ASU 2015-16 Simplifying the Accounting for Measurement-Period Adjustments, ASU No. 2017-04 Intangibles – Goodwill and Other (Topic 350), and ASU No. 2016-09 Stock Compensation (Topic 718). For further information on our critical accounting policies and estimates, see Note 3 to the consolidated financial statements appearing in Part I, Item 1 in this Quarterly Report on Form 10-Q.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2017 AS COMPARED TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2016

NET REVENUES

The following table presents our net revenues, by revenue source:

	Three months ended June 30,					Six months ended June 30,
	2017			2016		2017			2016

Network Access Services:
Mobile Services	$	20,378,589		$	17,805,476	$	38,341,457		$	33,912,901
Other Services		1,087,307			964,058		2,225,303			1,854,471
Total Network Access Services		21,465,896			18,769,534		40,566,760			35,767,372

Domain Services:
Wholesale
Domain Services		48,550,092			21,665,990		87,641,907			42,923,645
Value Added Services		5,575,940			2,308,070		9,632,752			4,607,110
Total Wholesale		54,126,032			23,974,060		97,274,659			47,530,755

Retail		7,662,919			3,575,529		14,064,622			7,026,424
Portfolio		968,454			884,790		1,885,322			1,625,452
Total Domain Services		62,757,405			28,434,379		113,224,603			56,182,631

	$	84,223,301		$	47,203,913	$	153,791,363		$	91,950,003
Increase over prior period	$	37,019,388				$	61,841,360
Increase - percentage		78	%				67	%

The following table presents our revenues, by revenue source, as a percentage of total revenues:

	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016

Network Access Services:
Mobile Services		24	%		38	%		25	%		37	%
Other Services		1	%		2	%		1	%		2	%
Total Network Access Services		25	%		40	%		26	%		39	%

Domain Services:
Wholesale
Domain Services		58	%		45	%		58	%		46	%
Value Added Services		7	%		5	%		6	%		5	%
Total Wholesale		65	%		50	%		64	%		51	%

Retail		9	%		8	%		9	%		8	%
Portfolio		1	%		2	%		1	%		2	%
Total Domain Services		75	%		60	%		74	%		61	%

		100	%		100	%		100	%		100	%

Total net revenues for the three months ended June 30, 2017 increased by $37.0 million or 78% to $84.2 million when compared to the three months ended June 30, 2016. The increase was largely due to the acquisition of eNom.

Total net revenues for the six months ended June 30, 2017 increased by $61.8 million or 67% to $153.8 million when compared to the six months ended June 30, 2016. The increase was largely due to the acquisition of eNom.

Deferred revenue increased to $164.6 million at June 30, 2017 from $77.8 million at December 31, 2016. The increase was largely due to the acquisition of eNom.

No customer accounted for more than 10% of total revenue during the three and six months ended June 30, 2017 and 2016. As at June 30, 2017 and December 31, 2016, no customer accounted for more than 10% of accounts receivable. Significant management judgment is required at the time revenue is recorded to assess whether the collection of the resulting receivables is reasonably assured. On an ongoing basis, we assess the ability of our customers to make required payments. Based on this assessment, we expect the carrying amount of our outstanding receivables, net of allowance for doubtful accounts, to be fully collected.

Network Access Services

Net revenues from Ting mobile phone equipment and services for the three months ended June 30, 2017 increased by $2.6 million or 14% to $20.4 million as compared to the three months ended June 30, 2016. This increase primarily reflects the impact the larger Ting subscriber base is having on Ting mobile service revenue which grew by $2.3 million to $18.3 million as compared to the three months ended June 30, 2016. Revenues from the sale of mobile hardware and related accessories increased by $0.3 million to $2.1 million for the three months ended June 30, 2017. This increase was due to increased mix of higher priced devices attributed to the increased sales of new Apple mobile devices under the direct supply agreement signed in the second quarter of 2017.

Net revenues from Ting mobile phone equipment and services for the six months ended June 30, 2017 increased by $4.4 million or 13% to $38.3 million as compared to the six months ended June 30, 2016. This increase primarily reflects the impact the larger Ting subscriber base is having on Ting mobile service revenue which grew by $4.4 million to $34.6 million as compared to the six months ended June 30, 2016. Services revenues and related gross margins were impacted by the issuance of $35 service credits to each RingPlus customer (see discussion below). Revenues from the sale of mobile hardware and related accessories were flat at $3.7 million for the six months ended June 30, 2017.

High speed Internet access, Internet hosting and network consulting services generated $1.1 million in revenue during the three months ended June 30, 2017, up $0.1 million from the three months ended June 30, 2016. Growth in High speed Internet access revenues was as a result of the increased Ting Internet footprint in Charlottesville, VA, Westminster, MD and Holly Springs, NC. Increased access revenues were partially offset by ongoing declines in legacy revenues from hosting and network consulting services.

High speed Internet access, Internet hosting and network consulting services generated $2.2 million in revenue during the six months ended June 30, 2017, up $0.4 million from the six months ended June 30, 2016. Growth in High speed Internet access revenues was as a result of the increased Ting Internet footprint in Charlottesville, VA and Westminster, MD and launch of services in Holly Springs, NC. Increased access revenues were partially offset by ongoing declines in legacy revenues from hosting and network consulting services.

As of June 30, 2017, Ting had 170,000 accounts and 278,000 mobile devices under its management compared to 144,000 subscribers and 227,000 devices under management as of June 30, 2016. When compared to December 31, 2016 accounts and mobile devices increased by 19,000 and 33,000 respectively. Included in this increase are a net 9,000 accounts and 12,000 mobile devices that still remain as of June 30, 2017 that initially migrated from RingPlus, a non-related MVNO, when it shut down operations in February. As part of our agreement with RingPlus, we undertook to offer a $35 service credit to each RingPlus customer who activated their account on the Ting platform. RingPlus’s business model included a substantial number of users on free plans. It is highly likely that many of these customers will use those credits and then immediately port out to another service. Accordingly, we saw higher than normal churn in the quarter ended June 30, 2017 and we expect that churn in the quarter ended September 30, 2017 will continue to be substantially higher than normal which may negatively impact our total accounts and mobile devices under management.

Wholesale

During the three months ended June 30, 2017, domain services revenue increased by $26.9 million or 124% to $48.6 million when compared to the three months ended June 30, 2016. During the six months ended June 30, 2017, domain services revenue increased by $44.7 million or 104% to $87.6 million when compared to the six months ended June 30, 2016. These increases were due to the acquisition of eNom on January 20, 2017 and to a lesser extent the acquisition of the international reseller channel of Melbourne IT on April 1, 2016. Our gross margins were negatively impacted by amortizing into revenue, deferred revenue that was recorded at fair value at the acquisition date which was approximately 10% lower than the historical cost basis of eNom.

During the three months ended June 30, 2017, the number of transactions from all new, renewed and transferred-in domain name registrations that we processed increased by 2.2 million to 4.9 million when compared to the three months ended June 30, 2016. During the six months ended June 30, 2017, the number of transactions from all new, renewed and transferred-in domain name registrations that we processed increased by 4.7 million to 9.8 million when compared to the six months ended June 30, 2016. These increases were due to the acquisition of eNom on January 20, 2017 and to a lesser extent the acquisition of the international reseller channel of Melbourne IT on April 1, 2016.

Domain services revenue and transaction volumes continue to be impacted by the ongoing migration of a few large customers, which have either been acquired by competitors or have become ICANN accredited registrars. These customers have been and will continue to move their domain management and domain transaction processing to their own accreditations and in-house systems. We expect that the number of new, renewed and transferred-in domain name registrations will continue to be impacted by future consolidation and decisions that large volume customers make with regard to acquiring their own accreditations. While we anticipate that the number of new, renewed and transferred-in domain name registrations will continue to incrementally increase as a result of new customers and the expansion in the number of new gTLDs in the long term, we expect the volatility of the above factors to affect the growth in the number of domain names that we manage.

As of June 30, 2017, total domains that we manage under our own accreditations increased by 11.6 million to 23.2 million when compared June 30, 2016. Including domains that we manage on behalf of other accredited registrars, total domains under management increased by 14.0 million to 28.8 million when compared to June 30, 2016. These increases were due to the acquisition eNom on January 20, 2017.

During the three months ended June 30, 2017, value added services revenue increased by $3.3 million to $5.6 million when compared to the three months ended June 30, 2016. This increase was due to the acquisition of eNom on January 20, 2017. During the six months ended June 30, 2017, value added services revenue increased by $5.0 million to $9.6 million when compared to the six months ended June 30, 2016. Our gross margins were negatively impacted by amortizing into revenue, deferred revenue that was recorded at fair value at the acquisition date which was approximately 10% lower than the historical basis of eNom.

Retail

Net revenues from Retail for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016, increased by $4.1 million, or 114%, to $7.7 million. Net revenues from Retail for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016, increased by $7.0 million, or 100%, to $14.1 million. These increases were largely due to the acquisition of eNom and to a lesser extent due to the success that our retail marketing initiatives and improved websites are having on our ability to attract new customers and retain existing ones. Our revenues and gross margins were negatively impacted by amortizing into revenue, deferred revenue that was recorded at fair value at the acquisition date which was approximately 10% lower than the historical basis of eNom.

Portfolio

Net revenues from Portfolio for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016, increased by $0.1 million to $1.0 million.

Net revenues from Portfolio for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016, increased by $0.3 million to $1.9 million.

COST OF REVENUES

Network Access Services

Mobile

Cost of revenues for mobile services includes the costs of provisioning mobile services (primarily our customers' voice, messaging, data usage provided by our MNOs), the costs of providing mobile phone hardware (the cost of mobile phone devices and SIM cards sold to our customers, order fulfillment related expenses, and inventory write-downs).

Other Services

Cost of revenues for Other services includes the costs for provisioning high speed Internet access (network access fees, software licenses), the costs of providing hardware (the cost of network routers sold to our customers, order fulfillment related expenses, and inventory write-downs) and any direct costs incurred in providing web hosting and IT consulting services.

Domains

Wholesale

Domain Services

Cost of revenues for domain registrations represents the amortization of registry fees on a basis consistent with the recognition of revenues from our customers, namely ratably over the term of provision of the service. Registry fees, the primary component of cost of revenues, are paid in full when the domain is registered, and are initially recorded as prepaid domain registry fees. This accounting treatment reasonably approximates a recognition pattern that corresponds with the provision of the services during the period. Market development funds that do not meet the criteria for revenue recognition under ASC 605-50 “Customer Payments and Incentives”, are reflected as cost of goods sold and are recognized as earned.

Value-Added Services

Costs of revenues for Value-Added Services include licensing and royalty costs related to the provisioning of certain components related to hosted email, fees paid to third-party service providers, primarily for trust certificates and for printing services in connection with Platypus. Fees payable for trust certificates are amortized on a basis consistent with the provision of service, generally one year, while email hosting fees and monthly printing fees are included in cost of revenues in the month they are incurred.

Retail

Costs of revenues for our provision and management of Internet services through our retail site, Hover.com, include the amortization of registry fees on a basis consistent with the recognition of revenues from our customers, namely ratably over the term of provision of the service. Registry fees, the primary component of cost of revenues, are paid in full when the domain is registered, and are recorded as prepaid domain registry fees.

Portfolio

Costs of revenues for our Portfolio represent the amortization of registry fees for domains added to our portfolio over the renewal period, which is generally one year, the value attributed under intangible assets to any domain name sold and any impairment charges that may arise from our assessment of our domain name intangible assets. As the total names in our portfolio continue to grow, this cost will become a more significant component of our cost of revenues. Payments for domain registrations are payable for the full term of service at the time of activation of service and are recorded as prepaid domain registry fees and are expensed ratably over the renewal term.

Costs of revenues for our larger ad-supported content site include the fees paid to third-party service providers, primarily for digital certificates sold through our content sites and content license fees.

Network expenses

Network expenses include personnel and related expenses, depreciation and amortization, communication costs, equipment maintenance, stock-based compensation and employee and related costs directly associated with the management and maintenance of our network. Communication costs include bandwidth, co-location and provisioning costs we incur to support the supply of all our services.

The following table presents our cost of revenues, by revenue source:

	Three months ended June 30,					Six months ended June 30,
	2017			2016		2017			2016

Network Access Services:
Mobile Services	$	10,701,805		$	9,380,533	$	20,268,965		$	17,938,968
Other Services		966,428			471,403		1,809,665			858,246
Total Network Access Services		11,668,233			9,851,936		22,078,630			18,797,214

Domain Services:
Wholesale
Domain Services		42,449,592			17,638,074		76,912,519			35,280,658
Value Added Services		594,479			459,001		1,152,419			938,453
Total Wholesale		43,044,071			18,097,075		78,064,938			36,219,111

Retail		4,547,794			1,662,350		8,165,197			3,240,793
Portfolio		185,246			180,747		447,291			341,709
Total Domain Services		47,777,111			19,940,172		86,677,426			39,801,613

Network Expenses:
Network, other costs		2,260,566			1,404,826		4,603,762			2,637,757
Network, depreciation and amortization costs		1,170,031			362,452		2,140,540			720,737
		3,430,597			1,767,278		6,744,302			3,358,494

	$	62,875,941		$	31,559,386	$	115,500,358		$	61,957,321
Increase over prior period	$	31,316,555				$	53,543,037
Increase - percentage		99	%				86	%

The following table presents our cost of revenues, as a percentage of total of cost of revenues:

	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016

Network Access Services:
Mobile Services		17	%		30	%		18	%		29	%
Other Services		2	%		1	%		2	%		1	%
Total Network Access Services		19	%		31	%		20	%		30	%

Domain Services:
Wholesale
Domain Services		67	%		57	%		66	%		57	%
Value Added Services		1	%		1	%		1	%		2	%
Total Wholesale		68	%		58	%		67	%		59	%

Retail		7	%		5	%		7	%		5	%
Portfolio		0	%		1	%		0	%		1	%
Total Domain Services		75	%		64	%		74	%		65	%

Network Expenses:
Network, other costs		4	%		4	%		4	%		4	%
Network, depreciation and amortization costs		2	%		1	%		2	%		1	%
		6	%		5	%		6	%		5	%

		100	%		100	%		100	%		100	%

Total cost of revenues for the three months ended June 30, 2017, increased by $31.3 million, or 99%, to $62.9 million when compared to the three months ended June 30, 2016. Total cost of revenues for the six months ended June 30, 2017 increased by $53.5 million, or 86%, to $115.5 million when compared to the six months ended June 30, 2016. These increases primarily resulted from the acquisition of eNom on January 20, 2017, acquisition of the international reseller channel of Melbourne IT on April 1, 2016 and the impact Ting’s larger subscriber base has on network access service costs.

Prepaid domain registration and other Internet services fees as of June 30, 2017 increased to $133.5 million from $60.4 million as of December 31, 2016, primarily due to the acquisition of eNom.

Network Access Services

Cost of revenues from Ting mobile phone equipment and services for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016, increased by $1.3 million or 14% to $10.7 million. This increase primarily reflects the impact the larger subscriber base had on Ting mobile service cost of revenue which grew by $0.9 million to $8.5 million as compared to the three months ended June 30, 2016. Mobile hardware and related accessories costs increased by $0.4 million compared to the three months ended June 30, 2016, to $2.2 million. This increase was due to increased mix of higher cost devices attributed to the increased sales of new Apple mobile devices under the direct supply agreement signed in the second quarter of 2017.

In addition, during the three months ended June 30, 2017, we incurred costs of $1.0 million in provisioning high speed Internet access, Internet hosting and network consulting services as compared to $0.5 million during the three months ended June 30, 2016. The increase in costs was primarily due primarily to the expansion of the Ting Fiber foot print and increasing subscriber base.

Cost of revenues from Ting mobile phone equipment and services for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016, increased by $2.3 million or 13% to $20.3 million. This increase primarily reflects the impact the larger subscriber base had on Ting mobile service cost of revenue which grew by $1.8 million to $16.3 million as compared to the six months ended June 30, 2016. Mobile hardware and related accessories costs increased by $0.5 million compared to the six months ended June 30, 2016, to $4.0 million. This increase was due to increased mix of higher cost devices attributed to the increased sales of new Apple mobile devices under the direct supply agreement signed in the second quarter of 2017.

In addition, during the six months ended June 30, 2017, we incurred costs of $1.8 million in provisioning high speed Internet access, Internet hosting and network consulting services as compared to $0.9 million during the six months ended June 30, 2016. The increase in costs was primarily due primarily to the expansion of the Ting Fiber foot print and increasing subscriber base.

Wholesale

Costs for Wholesale and Value-Added Services for the three months ended June 30, 2017 increased by $24.9 million, or 138%, to $43.0 million when compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, costs for Wholesale increased year over year by $41.8 million to $78.1 million. These increases were due to the acquisition of eNom on January 20, 2017 and to a lesser extent acquisition of the international reseller channel of Melbourne IT on April 1, 2016.

Retail

Costs for Retail for the three months ended June 30, 2017 increased by $2.9 million, to $4.5 million when compared to the three months ended June 30, 2016. Costs for Retail for the six months ended June 30, 2017 increased by $4.9 million, to $8.2 million when compared to the six months ended June 30, 2016. These increases resulted primarily from the acquisition of eNom on January 20, 2017 and to a lesser extent the increased cost of additional volume in Hover services.

Portfolio

Costs for Portfolio for the three months ended June 30, 2017 were relatively flat compared to the same period last year and increased by $0.1 million to $0.4 million, when compared to the six months ended June 30, 2016.

Network Expenses

Network costs for the three months ended June 30, 2017 increased by $1.7 million to $3.4 million when compared to the three months ended June 30, 2016. Costs for Network Access Services for the six months ended June 30, 2017 increased by $3.4 million, to $6.7 million when compared to the six months ended June 30, 2016. The increase is primarily due to the acquisition of eNom on January 20, 2017, including acquired developed platform technology.

SALES AND MARKETING

Sales and marketing expenses consist primarily of personnel costs. These costs include commissions and related expenses of our sales, product management, public relations, call center, support and marketing personnel. Other sales and marketing non-personnel expenses include customer acquisition costs, advertising and other promotional costs.

	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
Sales and marketing	$	7,447,225		$	5,230,118		$	14,666,547		$	9,695,174
Increase over prior period	$	2,217,107					$	4,971,373
Increase - percentage		42	%					51	%
Percentage of net revenues		9	%		11	%		10	%		11	%

Sales and marketing expenses for the three months ended June 30, 2017 increased by $2.2 million, or 42%, to $7.4 million when compared to the three months ended June 30, 2016. This increase related primarily to an increase of $1.5 million in workforce and travel related costs due partly to the increased eNom workforce as well as workforce increases to support network access related growth. Marketing and other costs increased $0.7 million largely to support and acquire Ting mobile and fixed Internet access subscribers.

Sales and marketing expenses for the six months ended June 30, 2017 increased by $5.0 million, or 51%, to $14.7 million when compared to the six months ended June 30, 2016. This increase related primarily to an increase of $2.0 million in marketing spend largely to support and acquire Ting mobile and fixed Internet access subscribers, as well as increased workforce and travel related expenses of $2.8 million due partly to the increased eNom workforce as well as workforce increases to support network access related growth. In addition, expenses also increased due to a $0.2 million reversal of a 2015 bonus accrual during the six months ended June 30, 2016.

TECHNICAL OPERATIONS AND DEVELOPMENT

Technical operations and development expenses consist primarily of personnel costs and related expenses required to support the development of new or enhanced service offerings and the maintenance and upgrading of existing infrastructure. This includes expenses incurred in the research, design and development of technology that we use to register domain names, network access services, email, retail, domain portfolio and other Internet services, as well as to distribute our digital content services. All technical operations and development costs are expensed as incurred.

	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
Technical operations and development	$	1,798,097		$	998,651		$	3,492,238		$	2,175,011
Increase over prior period	$	799,446					$	1,317,227
Increase - percentage		80	%					61	%
Percentage of net revenues		2	%		2	%		2	%		2	%

Technical operations and development expenses for the three months ended June 30, 2017 increased by $0.8 million, or 80%, to $1.8 million when compared to the three months ended June 30, 2016. The increase in costs relate primarily to increased salaries and benefits associated with the eNom technical operations and development workforce that were included as of January 20, 2017.

Technical operations and development expenses for the six months ended June 30, 2017 increased by $1.3 million, or 61%, to $3.5 million when compared to the six months ended June 30, 2016. The increase in costs relate primarily to increased salaries and benefits associated with the eNom technical operations and development workforce that were included as of January 20, 2017.

GENERAL AND ADMINISTRATIVE

General and administrative expenses consist primarily of compensation and related costs for managerial and administrative personnel, fees for professional services, public listing expenses, rent, foreign exchange and other general corporate expenses.

	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
General and administrative	$	3,286,610		$	2,926,608		$	6,743,953		$	5,331,535
Increase over prior period	$	360,002					$	1,412,418
Increase - percentage		12	%					26	%
Percentage of net revenues		4	%		6	%		4	%		6	%

General and administrative expenses for the three months ended June 30, 2017 increased by $0.4 million, or 12%, to $3.3 million when compared to the three months ended June 30, 2016. This increase is primarily related to an increase in facility and transitional services primarliy related to the inclusion of eNom operations in Kirkland, Washington of $0.4 million. In addition, credit card processing fees relates to growth of network access services increased $0.2 million and insurance and stock compensation expenses increased by $0.1 million. During the three months ended June 30, 2017, we experienced gains of $0.3 million on foreign exchange revaluation of our foreign denominated monetary assets and liabilities compared to a neutral impact for the three months ended June 30, 2016.

General and administrative expenses for the six months ended June 30, 2017 increased by $1.4 million, or 26%, to $6.7 million when compared to the six months ended June 30, 2016. This increase is primarily related to an increase in facility and transitional services primarily related to the inclusion of eNom operations in Kirkland, Washington of $0.7 million. In addition, professional fees, credit card processing fees, and stock-based compensation increasing by $0.7 million, primarily related to the eNom acquisition and to support the growth of network access services when compared to the six months ended June 30, 2016. Workforce costs were also up $0.3 million primarily due to a $0.2 million reversal of a 2015 bonus accrual during the six months ended June 30, 2016. These increases were offset by an improvement of $0.3 million in gains on foreign exchange revaluation of our foreign denominated monetary assets and liabilities for the six months ended June 30, 2017 as compared the same period last year.

DEPRECIATION OF PROPERTY AND EQUIPMENT

	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
Depreciation of property and equipment	$	164,693		$	76,922		$	331,010		$	150,190
Increase over prior period	$	87,771					$	180,820
Increase - percentage		114	%					120	%
Percentage of net revenues		0	%		0	%		0	%		0	%

Depreciation costs are up $0.1 and $0.2 million for the three and six months ended June 30, 2017, respectively, due to higher investments in property and equipment.

AMORTIZATION OF INTANGIBLE ASSETS

	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
Amortization of intangible assets	$	1,608,489		$	276,918		$	2,989,298		$	333,915
Increase over prior period	$	1,331,571					$	2,655,383
Increase - percentage		481	%					795	%
Percentage of net revenues		2	%		1	%		2	%		0	%

Amortization of intangible assets for the three and six months ended June 30, 2017 increased $1.3 and $2.7 million, respectively, due to the impact of the acquisition of eNom. The Company acquired intangible assets related to brand and customer relationships totaling $40.4 million.

IMPAIRMENT OF INDEFINITE LIFE INTANGIBLE ASSETS

	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
Impairment of indefinite life intangible assets	$	-		$	3,894		$	-		$	24,879
Decrease over prior period	$	(3,894	)				$	(24,879	)
Decrease - percentage		(100	)%					(100	)%
Percentage of net revenues		0	%		0	%		0	%		0	%

As part of our normal renewal process during the three and six months ended June 30, 2017 we assessed whether certain domain names acquired in the September 2006 acquisition of Mailbank.com Inc. should be renewed or be allowed to expire. Accordingly, no domain names were identified as impaired for the three and six months ended June 30, 2017. During the three and six months ended June 30, 2016, domain names with a book value of $3,894 and $24,879, respectively, were written off and recorded as an impairment of indefinite life intangible assets.

LOSS (GAIN) ON CURRENCY FORWARD CONTRACTS

Although our functional currency is the U.S. dollar, a major portion of our fixed expenses are incurred in Canadian dollars. Our goal with regard to foreign currency exposure is, to the extent possible, to achieve operational cost certainty, manage financial exposure to certain foreign exchange fluctuations and to neutralize some of the impact of foreign currency exchange movements. Accordingly, we enter into foreign exchange contracts to mitigate the exchange rate risk on portions of our Canadian dollar exposure.

	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
Loss (gain) on currency forward contracts	$	(26,776	)	$	(8,711	)	$	(61,201	)	$	(119,468	)
Decrease over prior period	$	(18,065	)				$	58,267
Decrease - percentage		207	%					(49	)%
Percentage of net revenues		0	%		0	%		0	%		0	%

As of June 30, 2017, we have entered into certain forward exchange contracts that do not comply with the requirements of hedge accounting to meet a portion of our future Canadian dollar requirements through December 2017. The impact of the fair value adjustment on outstanding contracts resulted in an unrealized net gain of less than $0.1 million for the three months ended June 30, 2017 compared to an unrealized net gain of less than $0.1 million for the three months ended June 30, 2016. In addition, the impact of the fair value adjustment on matured contracts resulted in a realized gain upon settlement of currency forward contracts of less than $0.1 million for the three months ended June 30, 2017 and a realized loss of less than $0.1 million for the three months ended June 30, 2016.

The impact of the fair value adjustment on outstanding contracts for the six months ended June 30, 2017 was a net gain of less than $0.1 million, compared to a net gain of $0.3 million for the six months ended June 30, 2016. In addition, the impact of the fair value adjustment on outstanding contracts was increased by a realized gain upon settlement of currency forward contracts of less than $0.1 million for the six months ended June 30, 2017, compared to a net loss of $0.2 million during the six months ended June 30, 2016.

At June 30, 2017, our balance sheet reflects a net derivative instrument asset of $0.6 million as a result of our existing foreign exchange contracts.

OTHER INCOME AND EXPENSES

	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
Other income (expense), net	$	(744,548	)	$	8,292		$	(1,483,644	)	$	90,941
Increase over prior period	$	(752,840	)				$	(1,574,585	)
Increase - percentage		(9,079	)%					(1,731	)%
Percentage of net revenues		1	%		0	%		1	%		0	%

Other expense during the three months ended June 30, 2017 was $0.7 million and $1.5 million for the six months ended June 30, 2017, as compared to Other income of $8,292 and $0.1 million for the three and six months ended June 30, 2016. Other expense consists primarily of the interest we incur in connection with our 2017 Amended Credit Facility (as discussed below), which was partially offset by income from the amortization of a $1.5 million Joint Marketing Agreement commencing in November 2015. The increase in Other expense for the three and six months ended June 30, 2017 is due to interest expense increase of $0.9 million and $1.7 million, respectively, related to the net increase in our loan balances related to the acquisition of eNom and funding for expenditures associated with the Company’s Fiber to the Home program.

INCOME TAXES

	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
Provision for income taxes	$	1,082,990		$	2,077,633		$	957,541		$	3,983,363
Decrease in provision over prior period	$	(994,643	)				$	(3,025,822	)
Decrease - percentage		(48	)%					(76	)%
Effective tax rate		17.1	%		33.8	%		11.1	%		31.9	%

For the three months ended June 30, 2017, we recorded an income tax expense of $1.1 million on income before income taxes of $6.3 million, using an estimated effective tax rate for Fiscal 2017 adjusted for certain minimum state taxes as well as the inclusion of a $1.2 million tax recovery related to the adoption of ASU 2016-09, which requires all excess tax benefits and tax deficiencies related to employee share-based payments to be recognized through income tax expense on a prospective basis. Comparatively, for the three months ended June 30, 2016, we recorded a provision for income taxes of $2.1 million on income before taxes of $6.1 million, using an estimated effective tax rate for the 2016 fiscal year.

For the six months ended June 30, 2017, we recorded an income tax expense of $1.0 million on income before income taxes of $8.6 million, using an estimated effective tax rate for Fiscal 2017 adjusted for certain minimum state taxes as well as the inclusion of a $2.2 million tax recovery related to the adoption of ASU 2016-09, which requires all excess tax benefits and tax deficiencies related to employee share-based payments to be recognized through income tax expense on a prospective basis. Comparatively, for the six months ended June 30, 2016, we recorded a provision for income taxes of $4.0 million on income before taxes of $12.5 million, using an estimated effective tax rate for the 2016 fiscal year.

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the years in which those temporary differences become deductible. We consider projected future taxable income, uncertainties related to the industry in which we operate, and tax planning strategies in making this assessment.

We follow the provisions of FASB ASC Topic 740, Income Taxes to account for income tax exposures. The application of this interpretation requires a two-step process that separates recognition of uncertain tax benefits from measurement thereof.

We recognize accrued interest and penalties related to income taxes in income tax expense. We did not have significant interest and penalties accrued at June 30, 2017 and December 31, 2016, respectively.

ADJUSTED EBITDA

We believe that the provision of this supplemental non-GAAP measure allows investors to evaluate the operational and financial performance of our core business using similar evaluation measures to those used by management. We use adjusted EBITDA to measure our performance and prepare our budgets. Since adjusted EBITDA is a non-GAAP financial performance measure, our calculation of adjusted EBITDA may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP. Because adjusted EBITDA is calculated before recurring cash charges, including interest expense and taxes, and is not adjusted for capital expenditures or other recurring cash requirements of the business, it should not be considered as a liquidity measure. See the Consolidated Statements of Cash Flows included in the attached financial statements. Non-GAAP financial measures do not reflect a comprehensive system of accounting and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies and/or analysts and may differ from period to period. We endeavor to compensate for these limitations by providing the relevant disclosure of the items excluded in the calculation of adjusted EBITDA to net income based on U.S. GAAP, which should be considered when evaluating the Company's results. Tucows strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure.

Our adjusted EBITDA definition excludes depreciation, amortization of intangible assets, income tax provision, interest expense, interest income, stock-based compensation, asset impairment, gains and losses from unrealized foreign currency transactions and infrequently occurring items. Gains and losses from unrealized foreign currency transactions removes the unrealized effect of the change in the mark-to-market values on outstanding unhedged foreign currency contracts, as well as the unrealized effect from the translation of monetary accounts denominated in non-U.S. dollars to U.S. dollars.

The following table reconciles net income to adjusted EBITDA (dollars in thousands):

	Three months ended June 30,						Six months ended June 30,
	2017 (unaudited)			2016 (unaudited)			2017 (unaudited)			2016 (unaudited)

Net income for the period	$	5,241		$	4,071		$	7,688		$	8,509
Depreciation of property and equipment		879			428			1,636			848
Amortization of intangible assets		2,064			288			3,825			357
Impairment of intangible assets		-			4			-			25
Interest expense, net		970			121			1,838			167
Provision for income taxes		1,083			2,078			958			3,983
Stock-based compensation		313			190			631			390
Unrealized loss (gain) on change in fair value of forward contracts		(20	)		(29	)		(38	)		(272	)
Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities		(317	)		(246	)		(511	)		215
Acquisition and other costs¹		127			-			509			-

Adjusted EBITDA	$	10,340		$	6,905		$	16,536		$	14,222

¹Acquisition and other costs represents transaction-related expenses, transitional expenses, such as duplicative post-acquisition expenses, related to our acquisition of eNom in January 2017. Expenses include severance or transitional costs associated with department, operational or overall company restructuring efforts, including geographic alignments.

Adjusted EBITDA increased to $10.3 million in the three months ended June 30, 2017 from $6.9 million in the three months ended June 30, 2016. The increase in adjusted EBITDA from period to period was primarily driven by the acquisition of eNom on January 20, 2017, growth in domain services and Ting Mobile offset by the continued investment in the Company’s Fiber to the Home program.

Adjusted EBITDA increased to $16.5 million in the six months ended June 30, 2017 from $14.2 million in the six months ended June 30, 2016. The increase in adjusted EBITDA from period to period was primarily driven by the acquisition of eNom on January 20, 2017, growth in domain services and Ting Mobile offset by the continued investment in the Company’s Fiber to the Home program.

OTHER COMPREHENSIVE INCOME (LOSS)

To mitigate the impact of the change in fair value of our foreign exchange contracts on our financial results, in October 2012 we began applying hedge accounting for the majority of the contracts we need to meet our Canadian dollar requirements on a prospective basis.

The impact of the fair value adjustment on outstanding hedged contracts for the three months ended June 30, 2017 was a net gain in other comprehensive income of $0.1 million. The impact of the fair value adjustment on outstanding hedged contracts for the three months ended June 30, 2016 was a net gain in other comprehensive income of $27,264. The impact of the fair value adjustment on outstanding hedged contracts for the six months ended June 30, 2017 was a gain of $0.3 million compared to a net gain of $0.6 million for the six months ended June 30, 2016.

The net amount reclassified to earnings during the three months ended June 30, 2017 was a gain of $17,425 compared to a loss of $0.1 million during the three months ended June 30, 2016. The net amount reclassified to earnings during the six months ended June 30, 2017 was a gain of $0.1 million compared to a loss of $0.4 million during the six months ended June 30, 2016.

	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
Other comprehensive income (loss)	$	125,343		$	106,631		$	230,952		$	990,151
Increase over prior period	$	18,712					$	(759,199	)
Increase - percentage		18	%					(77	)%
Percentage of net revenues		0	%		0	%		0	%		1	%

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2017, our cash and cash equivalents balance remained relatively flat at $15.1 million when compared to December 31, 2016. Our principal uses of cash were the acquisition of eNom for $76.2 million, net of cash acquired, $10.8 million in loan repayments, $2.0 million for the additional 20% interest in Ting Virginia, LLC, $1.3 million of tax payment associated with stock option exercises and continued investment in property and equipment of $6.6 million. These uses of liquidity were offset by proceeds from advances of $86.4 million, net of financing costs, from our 2017 Amended Credit Facility (defined below) to fund the acquisition of eNom and to fund Fiber to the Home program (“FTTH”) and cash provided by operating activities of $10.5 million.

2017 Amended Credit Facility

On January 20, 2017, the Company entered into an amended and restated secured Credit Agreement (the “2017 Amended Credit Agreement”) with Bank of Montreal (“BMO” or the “Administrative Agent”), Royal Bank of Canada and Bank of Nova Scotia (collectively with “Lenders”) under which the Company increased its access to funds to an aggregate of $140 million. This amendment and restatement to the Company’s 2016 Credit Facility (defined below), among other things, reduced the existing Tucows non-revolving facility (such existing non-revolving facility, together with other existing facilities, the “Existing Facilities”) from $40.0 million to $35.5 million, and established a new non-revolving credit facility of $84.5 million (the “Facility D”). The Company immediately drew down $84.5 million under Facility D to fund the acquisition of eNom in accordance with the terms and conditions of the Purchase Agreement (as defined below) and associated costs. As used herein, the “2016 Credit Facility” refers to the credit facility established under the Company’s secured credit agreement (the “2016 Credit Agreement”) among the Company, BMO and the Lenders, dated as of August 18, 2016.

Borrowings under the 2017 Amended Credit Facility accrue interest and standby fees at variable rates based on borrowing elections by the Company and the Company’s Total Funded Debt to EBITDA as described below. The purpose of Facility A is for general working capital and general corporate requirements, while Facility B and Facility C support share repurchases, acquisitions and capital expenditures associated with the Company’s FTTH program. Facility D is solely for the acquisition of eNom.

The repayment terms for Facility A require monthly interest payments with any final principal payment becoming due upon maturity of the 2017 Amended Credit Facility. Under the repayment terms for Facility B, at December 31st of each year, balances drawn during the year that remain outstanding will become payable on a quarterly basis commencing the first quarter of the following year, for the period of amortization based on the purpose of the draw. For Facilities C and D, each draw will become payable beginning the first full quarter post initial draw for the period of amortization based on the purpose of the draw. The amortization periods for Facilities B, C and D are based on the purposes of the draws as follows: draws for share repurchases are repaid over four years, draws for acquisitions over five years and draws for FFTH capital expenditures over seven years. The 2017 Amended Credit Facility includes a mechanism that is triggered based on the Company’s Total Funded Debt to EBITDA calculation at the end of each fiscal year. If Total Funded Debt to EBITDA exceeds 2.25:1 at December 31 of each year during the term, the Company is obligated to make a repayment of 50% of Excess Cash Flow as defined under the agreement.

The 2017 Amended Credit Facility contains customary events of default and affirmative and negative covenants and restrictions, including certain financial maintenance covenants such as a maximum total funded debt to EBITDA ratio and a minimum fixed charge ratio. As of June 30, 2017, we were in compliance with all our covenants.

Treasury Risk Management Facility

Cash Flow from Operating Activities

Net cash provided by operating activities during the six months ended June 30, 2017 was $10.5 million, as compared to $8.2 million during the six months ended June 30, 2016

Net income, after adjusting for non-cash charges, during the six months ended June 30, 2017 was $9.6 million. Net income included non-cash charges and recoveries of $2.0 million such as depreciation, amortization, stock-based compensation, excess tax benefits on stock-based compensation, unrealized gains on currency forward contracts, other income, and an expense for deferred tax. In addition, changes in our working capital contributed $0.9 million. Positive contributions of $12.1 million from movements in deferred revenue, customer deposits, and accrued liabilities were offset by $11.2 million utilized in changes from accounts receivable, inventory, income taxes recoverable, accounts payable, prepaid expenses, domain registry fees, and accreditation fees payable.

Cash Flow from Financing Activities

Net cash inflows from financing activities during the six months ended June 30, 2017 totaled $74.3 million as compared to cash outflows of $1.9 million during the six months ended June 30, 2016. Net cash inflows of $87.0 million resulting from draws on the 2017 Amended Credit Facility to fund the acquisition of eNom and to fund FTTH capital expenditures. These cash inflows were partially offset by outflows of $10.8 million of principal repayments relating to our 2017 Credit Amended Credit Facility, $1.3 million outflow from the net impact of exercise of stock options and $0.6 million of debt issuance costs.

Cash Flow from Investing Activities

Investing activities during the six months ended June 30, 2017 used net cash of $84.8 million as compared to using $8.1 million during the six months ended June 30, 2016.

On January 20, 2017, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with its indirect wholly owned subsidiary, Tucows (Emerald), LLC, Rightside Group, Ltd., and Rightside Operating Co., pursuant to which Tucows (Emerald), LLC purchased from Rightside Operating Co. all of the issued and outstanding capital stock of eNom Incorporated, a domain name registrar business. The purchase price was $76.2 million, net of cash of $1.6 million and purchase price adjustments of $5.7 million relating primarily to a working capital deficit. In connection with this acquisition, the Company incurred acquisition related expenditures of $0.8 million. The purchase price and the majority of the related acquisition costs were financed through borrowings under Facility D of the 2017 Amended Credit Facility agreement. On June 13, 2017, the parties entered into an amendment to the Purchase Agreement. For additional details, see note 4(b) to the interim unaudited financial statements included in this report.

On February 1, 2017, the Company acquired an additional 20% interest in Ting Virginia, LLC. for a consideration of $2.0 million. The consideration was funded through cash flow from operations. For additional details, see note 4(a) to the interim unaudited financial statements included in this report.

In addition, the Company invested $6.6 million in property and equipment, primarily to support the continued expansion of our fiber footprint.

Based on our operations, we believe that our cash flow from operations will be adequate to meet our anticipated requirements for working capital, capital expenditures and our loan repayments for at least the next 12 months.

We may choose to raise additional funds or seek other financing arrangements to facilitate more rapid expansion, develop new or enhance existing products or services, respond to competitive pressures or acquire or invest in complementary businesses, technologies, services or products.

There are currently no material understandings, commitments or agreements regarding the acquisition of other businesses.

Off-Balance Sheet Arrangements

As of June 30, 2017, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Contractual Obligations

In our Annual Report on Form 10-K for the year ended December 31, 2016, we disclosed our contractual obligations.

As of June 30, 2017, there have been no other material changes to those contractual obligations outside the ordinary course of business, except for the Company entering into a credit agreement to establish the 2017 Amended Credit Facility which replaced the 2016 Credit Facility. For more information, see note 7 to the interim unaudited financial statements included in this report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We develop products in Canada and sell these services in North America and Europe. Our sales are primarily made in U.S. dollars, while a major portion of expenses are incurred in Canadian dollars. Our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Our interest income is sensitive to changes in the general level of Canadian and U.S. interest rates, particularly since the majority of our investments are in short-term instruments. Based on the nature of our short-term investments, we have concluded that there is no material interest rate risk exposure as of June 30, 2017. We are also subject to market risk exposure related to changes in interest rates under our 2017 Amended Credit Facility and Amended Credit Facility. We do not expect that any changes in interest rates will be material; however, fluctuations in interest rates are beyond our control. We will continue to monitor and assess the risks associated with interest expense exposure and may take additional actions in the future to mitigate these risks.

Although our functional currency is the U.S. dollar, a substantial portion of our fixed expenses are incurred in Canadian dollars. Our policy with respect to foreign currency exposure is to manage financial exposure to certain foreign exchange fluctuations with the objective of neutralizing some of the impact of foreign currency exchange movements. Exchange rates are, however, subject to significant and rapid fluctuations, and therefore we cannot predict the prospective impact of exchange rate fluctuations on our business, results of operations and financial condition. Accordingly, we have entered into foreign exchange contracts to mitigate the exchange rate risk on portions of our Canadian dollar exposure.

At June 30, 2017, we had the following outstanding forward exchange contracts to trade U.S. dollars in exchange for Canadian dollars:

Maturity date	Notional amount of U.S. dollars		Weighted average exchange rate of U.S. dollars		Fair value

July - September 2017		6,928,942		1.3494		289,005
October - December 2017		6,859,570		1.3478		284,373
	$	13,788,512		1.3486	$	573,378

As of June 30, 2017, we had $13.8 million of outstanding foreign exchange forward contracts which will convert to CDN $18.6 million. Of these contracts, $12.5 million met the requirements for hedge accounting (December 31, 2016 - $26.6 million of which $24.0 million were designated as hedges).

We have performed a sensitivity analysis model for foreign exchange exposure over the six months ended June 30, 2017. The analysis used a modeling technique that compares the U.S. dollar equivalent of all expenses incurred in Canadian dollars, at the actual exchange rate, to a hypothetical 10% adverse movement in the foreign currency exchange rates against the U.S. dollar, with all other variables held constant. Foreign currency exchange rates used were based on the market rates in effect during the six months ended June 30, 2017. The sensitivity analysis indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would result in a decrease in net income for the six months ended June 30, 2017 of approximately $0.7 million. There can be no assurances that the above projected exchange rate decrease will materialize. Fluctuations of exchange rates are beyond our control. We will continue to monitor and assess the risk associated with these exposures and may take additional actions in the future to hedge or mitigate these risks.

Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash equivalents, marketable securities, foreign exchange contracts and accounts receivable. Our cash, cash equivalents and short-term investments are in high-quality securities placed with major banks and financial institutions whom we have evaluated as highly creditworthy, and commercial paper. With respect to accounts receivable, we perform ongoing evaluations of our customers, generally granting uncollateralized credit terms to our customers, and maintaining an allowance for doubtful accounts based on historical experience and our expectation of future losses.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls and procedures as required by Rule 13a-15(e) and 15d-15(e) under the Exchange Act. The evaluation was performed to determine whether our disclosure controls and procedures as of the end of the period covered by this report have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation as of June 30, 2017, management has concluded that our disclosure controls and procedures were effective. Management’s assessment of disclosure controls and procedures excluded consideration of eNom’s internal control over financial reporting. eNom was acquired during the first quarter of 2017, and the exclusion is consistent with guidance provided by the SEC staff that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting for up to one year from the date of acquisition, subject to specified conditions. eNom’s total assets were approximately $206 million as June 30, 2017; its revenues during the six months ended June 30, 2017 were approximately $51 million.

(b) Changes in Internal Control over Financial Reporting

During the six months ended June 30, 2017, there have not been any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As a result of our acquisition of eNom, we are in the process of evaluating eNom’s internal controls to determine the extent to which modifications to eNom’s internal controls would be appropriate.

PART II.

OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various investigations, claims and lawsuits arising in the normal conduct of our business, none of which, individually or in the aggregate, in our opinion, will materially harm our business. We cannot assure that we will prevail in any litigation. Regardless of the outcome, any litigation may require us to incur significant litigation expense and may result in significant diversion of our attention.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should also carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, all of which could materially affect our business, financial condition or operating results and should be considered before making an investment decision regarding our securities. There have been no material changes to these risk factors. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchase of Equity Securities

Period

Total Number

Shares

Purchased

Average

Price

Paid Per

Share

Total Number

Shares

Purchased as

part of

Publically

Announced

Plans or

Programs

Maximum

Number of

Shares (or

Approximate

Dollar Value)

that may yet be

purchased

under

the Plans or

Programs

April 1

April 30, 2017

—

May 1

May 31, 2017

—

June 1

June 30, 2017

—

On March 1, 2017, the Company announced that its Board of Directors had approved a stock buyback program to repurchase up to $40 million of its common stock in the open market. Purchases will be made exclusively through the facilities of the NASDAQ Capital Market. The stock buyback program commenced on March 1, 2017 and will terminate on or before February 28, 2018. The Company repurchased nil shares under this program for the six months ended June 30, 2017.

Item 4. Mine Safety Disclosures

Not applicable.

Item 6. Exhibits

(a) Exhibits.

Exhibit No.		Description

2.1		Stock Purchase Agreement, dated as of January 20, 2017, by and among Tucows Inc., Tucows (Emerald), LLC, Rightside Group, Ltd., Rightside Operating Co. and eNom, Incorporated (Incorporated by reference to Exhibit 2.1 filed with Tucows’ Current Report on Form 8-K, as filed with the SEC on January 23, 2017).
3.1.1		Fourth Amended and Restated Articles of Incorporation of Tucows Inc. (Incorporated by reference to Exhibit 3.1 filed with Tucows' Current Report on Form 8-K, as filed with the SEC on November 29, 2007).
3.1.2		Articles of Amendment to Fourth Amended and Restated Articles of Incorporation of Tucows Inc. (Incorporated by reference to Exhibit 3.1 filed with Tucows' Current Report on Form 8-K, as filed with the SEC on January 3, 2014).
3.2		Second Amended and Restated Bylaws of Tucows Inc. (Incorporated by reference to Exhibit 3.2 filed with Tucows' Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC on March 29, 2007).
3.3		Amendment No. 1 to Second Amended and Restated Bylaws of Tucows Inc. (Incorporated by reference to Exhibit 3.3 filed with Tucows’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, as filed with the SEC on August 14, 2012).
10.1		First Amendment to First Amended and Restated Credit Agreement, dated as of June 6, 2017, by and among Tucows.com Co., Ting Fiber, Inc., Ting Inc., Tucows (Delaware) Inc., Tucows (Emerald), LLC, as Borrowers, Tucows Inc., as Guarantor, Bank of Montreal, as Administrative Agent, and Bank of Montreal, Royal Bank of Canada and The Bank of Nova Scotia, as Lenders (Incorporated by reference to Exhibit 10.1 filed with Tucows’ Current Report on Form 8-K, as filed with the SEC on June 9, 2017).
10.2		First Amendment to Stock Purchase Agreement, dated as of June 13, 2017, by and among Tucows Inc., Tucows (Emerald), LLC, Rightside Group, Ltd., Rightside Operating Co. and eNom, Incorporated (Incorporated by reference to Exhibit 10.1 filed with Tucows’ Current Report on Form 8-K, as filed with the SEC on June 15, 2017).
31.1		Chief Executive Officer's Rule 13a-14(a)/15d-14(a) Certification *
31.2		Chief Financial Officer's Rule 13a-14(a)/15d-14(a) Certification *
32.1		Chief Executive Officer's Section 1350 Certification †
32.2		Chief Financial Officer's Section 1350 Certification †
101.INS		XBRL Instance *
101.SCH		XBRL Taxonomy Extension Schema *
101.CAL		XBRL Taxonomy Extension Calculation *
101.DEF		XBRL Taxonomy Extension Definition *
101.LAB		XBRL Taxonomy Extension Labels *
101.PRE		XBRL Taxonomy Extension Presentation *

* Filed herewith.

† Furnished herewith.

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.

Date: August 9, 2017	TUCOWS INC.

	By:	/s/ Elliot Noss
		Elliot Noss
		President and Chief Executive Officer

	By:	/s/ Davinder Singh
		Davinder Singh Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.		Description
2.1		Stock Purchase Agreement, dated as of January 20, 2017, by and among Tucows Inc., Tucows (Emerald), LLC, Rightside Group, Ltd., Rightside Operating Co. and eNom, Incorporated (Incorporated by reference to Exhibit 2.1 filed with Tucows’ Current Report on Form 8-K, as filed with the SEC on January 23, 2017).
3.1.1		Fourth Amended and Restated Articles of Incorporation of Tucows Inc. (Incorporated by reference to Exhibit 3.1 filed with Tucows' Current Report on Form 8-K, as filed with the SEC on November 29, 2007).
3.1.2		Articles of Amendment to Fourth Amended and Restated Articles of Incorporation of Tucows Inc. (Incorporated by reference to Exhibit 3.1 filed with Tucows' Current Report on Form 8-K, as filed with the SEC on January 3, 2014).
3.2		Second Amended and Restated Bylaws of Tucows Inc. (Incorporated by reference to Exhibit 3.2 filed with Tucows' Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC on March 29, 2007).
3.3		Amendment No. 1 to Second Amended and Restated Bylaws of Tucows Inc. (Incorporated by reference to Exhibit 3.3 filed with Tucows’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, as filed with the SEC on August 14, 2012).
10.1		First Amendment to First Amended and Restated Credit Agreement, dated as of June 6, 2017, by and among Tucows.com Co., Ting Fiber, Inc., Ting Inc., Tucows (Delaware) Inc., Tucows (Emerald), LLC, as Borrowers, Tucows Inc., as Guarantor, Bank of Montreal, as Administrative Agent, and Bank of Montreal, Royal Bank of Canada and The Bank of Nova Scotia, as Lenders (Incorporated by reference to Exhibit 10.1 filed with Tucows’ Current Report on Form 8-K, as filed with the SEC on June 9, 2017).
10.2		First Amendment to Stock Purchase Agreement, dated as of June 13, 2017, by and among Tucows Inc., Tucows (Emerald), LLC, Rightside Group, Ltd., Rightside Operating Co. and eNom, Incorporated (Incorporated by reference to Exhibit 10.1 filed with Tucows’ Current Report on Form 8-K, as filed with the SEC on June 15, 2017).
31.1		Chief Executive Officer's Rule 13a-14(a)/15d-14(a) Certification *
31.2		Chief Financial Officer's Rule 13a-14(a)/15d-14(a) Certification *
32.1		Chief Executive Officer's Section 1350 Certification †
32.2		Chief Financial Officer's Section 1350 Certification †
101.INS		XBRL Instance *
101.SCH		XBRL Taxonomy Extension Schema *
101.CAL		XBRL Taxonomy Extension Calculation *
101.DEF		XBRL Taxonomy Extension Definition *
101.LAB		XBRL Taxonomy Extension Labels *
101.PRE		XBRL Taxonomy Extension Presentation *

* Filed herewith.

† Furnished herewith.

Attached files

TUCOWS INC /PA/ Reports

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