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Published: 2022-05-05

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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 March 31, 2022

☐

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)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Trading

Title of each class

Symbol(s)

Name of each exchange on which registered

Common Stock

TCX

NASDAQ

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 thepreceding 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 past90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 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 growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct.

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

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 revisedfinancial 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 May 3, 2022, there were 10,764,616 outstanding shares of common stock, no par value, of the registrant.

Table of Contents
	TUCOWS INC.
		Form 10-Q Quarterly Report
	INDEX

	PART I
		FINANCIAL INFORMATION

Item 1.			Consolidated Financial Statements	3

			Consolidated Balance Sheets (unaudited) as of March 31, 2022 and December 31, 2021	3

			Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three months ended March 31, 2022 and 2021	4

			Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2022 and 2021	5

			Notes to Consolidated Financial Statements (unaudited)	6

Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.			Quantitative and Qualitative Disclosures About Market Risk	40

Item 4.			Controls and Procedures	41

	PART II
	OTHER INFORMATION

Item 1.			Legal Proceedings	42

Item 1A.			Risk Factors	42

Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.			Defaults Upon Senior Securities	43

Item 4.			Mine Safety Disclosures	43

Item 5.			Other Information	43

Item 6.			Exhibits	44

Signatures				45
					TRADEMARKS, TRADE NAMES AND SERVICE MARKS

			Tucows®, EPAG®, Hover®, OpenSRS®, Platypus®, Ting®, eNom®, Roam®, Roam Mobility®, Bulkregister®, Ascio®, Cedar®, Simply Bits®, Wavelo® 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 beused 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 theproperty of their respective owners. Solely for convenience, any trademarks referred to in this Quarterly Report may appear without the ® or TM symbol, but suchreferences 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 orits rights, or the right of the applicable licensor, to these trademarks.

						2

Table of Contents
	PART I. FINANCIAL INFORMATION
	Item 1. Consolidated Financial Statements
		Tucows Inc.
	Consolidated Balance Sheets

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

				March 31,		December 31,
				2022		2021

Assets

Current assets:
Cash and cash equivalents			$		6,201 $		9,105
Accounts receivable, net of allowance for doubtful accounts of $535 as of March 31, 2022 and $541 as of December31, 2021
					16,391		14,579
Contract asset (note 10)					3,283		778
Inventory					3,558		3,277
Prepaid expenses and deposits					23,221		20,986
Derivative instrument asset, current portion (note 5)					1,358		299
Deferred costs of fulfillment, current portion (note 11)					96,986		94,506
Income taxes recoverable					3,249		3,474
Total current assets								154,247	147,004

Deferred costs of fulfillment, long-term portion (note 11)					17,674		18,205
Derivative instrument asset, long-term portion (note 5)					459		278
Investments					2,012		2,012
Deferred tax asset					20		22
Property and equipment								191,456	172,662
Right of use operating lease asset					18,136		17,515
Contract costs					1,306		1,079
Intangible assets (note 6)					47,659		50,409
Goodwill (note 6)								130,410	130,410
Total assets			$					563,379 $	539,596


Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable			$		14,103 $		10,016
Accrued liabilities					16,351		15,240
Customer deposits					16,351		16,974
Derivative instrument liability, current portion (note 5)					-		125
Operating lease liability, current portion (note 12)					3,463		3,150
Deferred revenue, current portion (note 10)								128,413	124,116
Accreditation fees payable, current portion					882		882
Income taxes payable					307		102
Other current liabilities					2,974		3,078
Total current liabilities								182,844	173,683

Deferred revenue, long-term portion (note 10)					23,753		23,677
Accreditation fees payable, long-term portion					156		170
Operating lease liability, long-term portion (note 12)					12,220		11,853
Loan payable, long-term portion (note 7)								207,183	190,748
Other long-term liability (note 4)					-		1,804
Deferred tax liability					22,211		22,569

Stockholders' equity (note 14)
Preferred stock - no par value, 1,250,000 shares authorized; none issued and outstanding					-		-
Common stock - no par value, 250,000,000 shares authorized; 10,762,581 shares issued and outstanding as of March31, 2022 and 10,747,417 shares issued and outstanding as of December 31, 2021
					29,655		28,515
Additional paid-in capital					3,530		2,764
Retained earnings					80,450		83,470
Accumulated other comprehensive income (note 5)					1,377		343
Total stockholders' equity								115,012	115,092
Total liabilities and stockholders' equity			$					563,379 $	539,596

Contingencies (note 18)


										See accompanying notes to consolidated financial statements

		3

Table of Contents
	Tucows Inc.
		Consolidated Statements of Operations and Comprehensive Income

		(Dollar amounts in thousands of U.S. dollars, except per share amounts)
	(unaudited)

				For the Three Months Ended March 31,
					2022		2021


Net revenues (note 10)			$			81,099 $	70,875

Cost of revenues (note 10)
Direct cost of revenues						49,421	46,187
Network, other costs						4,180	3,238
Network, depreciation of property and equipment						5,895	3,638
Network, amortization of intangible assets (note 6)						378	299
Network, impairment of property and equipment						27	60
Total cost of revenues						59,901	53,422

Gross profit						21,198	17,453

Expenses:
Sales and marketing						11,987	8,311
Technical operations and development						3,765	3,132
General and administrative						7,296	4,953
Depreciation of property and equipment						148	121
Loss on disposition of property and equipment						385	-
Amortization of intangible assets (note 6)						2,465	2,320
Loss (gain) on currency forward contracts (note 5)						-	(253)
Total expenses						26,046	18,584

Income from operations						(4,848)	(1,131)

Other income (expenses):
Interest expense, net						(1,796)	(936)
Gain on sale of Ting customer assets, net (note 17)						4,752	5,395
Other expense, net						(50)	(96)
Total other income (expenses)						2,906	4,363

Income before provision for income taxes						(1,942)	3,232

Provision for income taxes (note 8)						1,078	1,083

Net income for the period						(3,020)	2,149

Other comprehensive income, net of tax
Unrealized income (loss) on hedging activities (note 5)						968	368
Net amount reclassified to earnings (note 5)						66	(834)
Other comprehensive income net of tax expense (recovery) of $329 and ($140) for the three months ended March 31,2022 and March 31, 2021 (note 5)
						1,034	(466)

Comprehensive income, net of tax for the period			$			(1,986) $	1,683


Basic earnings per common share (note 9)			$			(0.28) $	0.20

Shares used in computing basic earnings per common share (note 9)					10,754,758		10,617,807

Diluted earnings per common share (note 9)			$			(0.28) $	0.20

Shares used in computing diluted earnings per common share (note 9)					10,754,758		10,796,762
		See accompanying notes to consolidated financial statements

	4

Table of Contents
	Tucows Inc.
		Consolidated Statements of Cash Flows

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

				For the Three Months Ended March 31,
					2022		2021
Cash provided by:
Operating activities:
Net income for the period			$			(3,020) $	2,149
Items not involving cash:
Depreciation of property and equipment						6,043	3,759
Impairment of property and equipment						27	60
Amortization of debt discount and issuance costs						120	67
Amortization of intangible assets						2,843	2,619
Net amortization contract costs						(227)	(7)
Accretion of contingent consideration						98	96
Deferred income taxes (recovery)						(686)	(220)
Excess tax benefits on share-based compensation expense						(52)	(172)
Net Right of use operating assets/Operating lease liability						59	55
Loss on disposal of domain names						2	1
Loss (gain) on change in the fair value of forward contracts						-	166
Stock-based compensation						1,391	1,022
Change in non-cash operating working capital:
Accounts receivable						(1,812)	(328)
Contract assets						(2,505)	-
Inventory						(281)	(442)
Prepaid expenses and deposits						(2,235)	2,266
Deferred costs of fulfillment						(1,949)	(4,111)
Income taxes recoverable						482	(689)
Accounts payable						2,267	1,451
Accrued liabilities						1,111	793
Customer deposits						(623)	125
Deferred revenue						4,368	5,349
Accreditation fees payable						(14)	77
Net cash provided by operating activities						5,407	14,086

Financing activities:
Proceeds received on exercise of stock options						515	229
Payment of tax obligations resulting from net exercise of stock options						-	(218)
Contingent consideration for acquisition of Cedar Holdings Group						(2,000)	-
Proceeds received on loan payable						16,500	-
Payment of loan payable costs						(177)	-
Net cash (used in) provided by financing activities						14,838	11

Investing activities:
Additions to property and equipment					(23,054)		(13,944)
Acquisition of intangible assets						(95)	(154)
Net cash used in investing activities					(23,149)		(14,098)

Increase (decrease) in cash and cash equivalents						(2,904)	(1)

Cash and cash equivalents, beginning of period						9,105	8,311
Cash and cash equivalents, end of period			$			6,201 $	8,310



Supplemental cash flow information:
Interest paid			$			1,683 $	949
Income taxes paid, net			$			896 $	2,381
Supplementary disclosure of non-cash investing and financing activities:
Property and equipment acquired during the period not yet paid for			$			1,909 $	3,320

								See accompanying notes to consolidated financial statements

	5

Table of Contents NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) 1. Organization of the Company:
	Tucows Inc. (referred to throughout this report as the “Company”, “Tucows”, “we”, “us” or through similar expressions) provides simple useful services that
help people unlock the power of the Internet. The Company provides US consumers and small businesses with high-speed fixed Internet access in selected towns.The Company also offers platform services which provide solutions to support Communication Service Providers ("CSPs") including subscription and billingmanagement, network orchestration and provisioning, individual developer tools, and other professional services. The Company is also a global distributor of Internetservices, including domain name registration, digital certificates, and email. It provides these services primarily through a global Internet-based distribution network ofInternet Service Providers, web hosting companies and other providers of Internet services to end-users.

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 financialposition of Tucows and its subsidiaries as at March 31, 2022 and the results of operations and cash flows for the interim periods ended March 31, 2022 and 2021. Theresults 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 auditedconsolidated financial statements and accompanying notes have been condensed or omitted. Other than the exception noted below, these interim consolidated financialstatements and accompanying notes follow the same accounting policies and methods of application used in the annual financial statements and should be read inconjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in Tucows' 2021 AnnualReport on Form 10-K filed with the SEC on March 1, 2022 (the “2021 Annual Report”). There have been no material changes to our significant accounting policies andestimates during the three months ended March 31, 2022 as compared to the significant accounting policies and estimates described in our 2021 Annual Report, exceptas described in Note 13 - Segment Reporting.

3. Recent Accounting Pronouncements: Recent Accounting Pronouncements Not Yet Adopted
	In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting
(“ASU 2020-04”), which provides optional guidance for a limited period of time to ease the potential burden of reference rate reform on financial reporting. Theamendments in ASU 2020-04 apply to contract modifications that replace a reference rate affected by reference rate reform and contemporaneous modifications of othercontract terms related to the replacement of the reference rate. The following optional expedients for applying the requirements of certain Topics or Industry Subtopicsin the Codification are permitted for contracts that are modified because of reference rate reform and that meet certain scope guidance:
1.	Modifications of contracts within the scope of Topics 310, Receivables, and 470, Debt, should be accounted for by prospectively adjusting the effectiveinterest rate.
2.	Modifications of contracts within the scope of Topic 842, Leases, should be accounted for as a continuation of the existing contracts with no reassessments ofthe lease classification and the discount rate or remeasurements of lease payments that otherwise would be required under those Topics for modifications notaccounted for as separate contracts.

3.	Modifications of contracts do not require an entity to reassess its original conclusion about whether that contract contains an embedded derivative that isclearly and closely related to the economic characteristics and risks of the host contract under Subtopic 815-15, Derivatives and Hedging— EmbeddedDerivatives


	The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently charged interest and
standby fees associated with its Second Amended 2019 Credit Facility (as defined below) based on LIBOR which are partially hedged by interest rate swaps, whichare also based on LIBOR. Both the Second Amended 2019 Credit Facility and the interest rate swaps will need to be amended when an alternative reference rate ischosen, at which time we may adopt some of the practical expedients provided by ASU 2020-04.

4. Acquisitions:
	On October 1, 2021, the Company acquired the domain registry related assets of UNR Corp., UNR Inc. and Uni Naming and Registry Ltd. (each a seller and
collectively "UNR"). For more information, see Note 3 - Acquisitions of the 2021 Annual Report.
	On November 8, 2021, the Company acquired 100% of Simply Bits, LLC via an Agreement and Plan of Merger with one of our wholly owned subsidiaries. For
more information, see Note 3 - Acquisitions of the 2021 Annual Report.

		6

Table of Contents 5. Derivative Instruments and Hedging Activities:

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are foreign

exchange rate risk and interest rate risk.

Since October 2012, the Company has employed 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, taxes, rent and payments to Canadian domain name registry suppliers that are denominated in Canadian dollarsand are expected to be paid by its Canadian operating subsidiary. In May 2020, the Company entered into a pay-fixed, receive-variable interest rate swap with a Canadianchartered bank to limit the potential interest rate fluctuations incurred on its future cash flows related to variable interest payments on the Second Amended 2019 CreditFacility. The notional value of the interest rate swap was $70 million.

The Company does not use hedging forward contracts for trading or speculative purposes. The foreign exchange contracts typically mature between one and

eighteen months, and the interest rate swap matures in June 2023.

The Company has designated certain of these foreign exchange transactions as cash flow hedges of forecasted transactions under ASU 2017-12, Derivatives and

Hedging (Topic 815) (“ASC Topic 815”). For certain contracts, as the critical terms of the hedging instrument, and of the entire hedged forecasted transaction, are thesame, 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 areexpected to completely offset at inception and on an ongoing basis. The Company has also designated the interest rate swap as a cash flow hedge of expected futureinterest payments. Accordingly, for the foreign exchange and interest rate swap contracts, unrealized gains or losses on the effective portion of these contracts havebeen included within other comprehensive income and reclassified to earnings when the hedged transaction is recognized in earnings. Cash flows from hedgingactivities are classified under the same category as the cash flows from the hedged items in the consolidated statements of cash flows. The fair value of the contracts, asof March 31, 2022 and December 31, 2021, is recorded as derivative instrument assets or liabilities. For certain contracts where the hedged transactions are no longerprobable to occur, the loss on the associated forward contract is recognized in earnings.

As of March 31, 2022, the notional amount of forward contracts that the Company held to sell U.S. dollars in exchange for Canadian dollars was $13.7 million, of

which $13.7 million met the requirements of ASC Topic 815 and were designated as hedges.

As of December 31, 2021, the notional amount of forward contracts that the Company held to sell U.S. dollars in exchange for Canadian dollars was $25.2 million,

of which $25.2 million met the requirements of ASC Topic 815 and were designated as hedges.

As of March 31, 2022, we had the following outstanding forward contracts to trade U.S. dollars in exchange for Canadian dollars:

Weighted average

Notional amount of

exchange rate of U.S.

Fair value Asset /

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

U.S. dollars

dollars

(Liability)

April - June 2022

6,453

1.2801 $

163

July - September 2022

3,779

1.2801

October - December 2022

3,476

1.2801

13,708

1.2801 $

344

As of March 31, 2022 and December 31, 2021, the notional amount of the Company's interest rate swap designated as a cash flow hedge was $70 million.

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 December

As of March 31,2022 Fair ValueAsset (Liability)

31, 2021 Fair

Value Asset

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

Balance Sheet Location

(Liability)

Foreign Currency forward contracts designated as cash flow hedges (net)

Derivative instruments

344 $

Interest rate swap contract designated as a cash flow hedge (net)

Derivative instruments

1,473

390

Total foreign currency and interest swap forward contracts (net)

Derivative instruments

1,817 $

452

Table of Contents Movement in accumulated other comprehensive income (AOCI) balance for the three months ended March 31, 2022 (Dollar amounts in thousands of U.S. dollars)
	Gains and losses on
		cash flow hedges		Tax impact		Total AOCI
Opening AOCI balance - December 31, 2021	$	450 $		(107) $		343
Other comprehensive income (loss) before reclassifications		1,276		(308)		968
Amount reclassified from AOCI		87		(21)		66
Other comprehensive income (loss) for the three months ended March 31, 2022		1,363		(329)		1,034

Ending AOCI Balance - March 31, 2022	$	1,813 $		(436) $		1,377
Effects of derivative instruments on income and other comprehensive income (OCI) for the three months ended March 31, 2022 and 2021 are as follows (Dollaramounts in thousands of U.S. dollars)
							Amount of Gain or	Location of Gain or(Loss) Reclassified	Amount of Gain or
							(Loss) Recognized in	(Loss) Reclassified
							OCI, net of tax, on	from AOCI into	from AOCI into
Derivatives in Cash Flow Hedging Relationship							Derivative		Income	Income
		Operating expenses $				(58)
Foreign currency forward contracts for the three months ended March 31, 2022	$	1,056 Cost of revenues		$		(12)

			Interest expense,net
Interest rate swap contract for the three months ended March 31, 2022	$	(88)		$		(17)

		Operating expenses $				949
Foreign currency forward contracts for the three months ended March 31, 2021	$	(615) Cost of revenues		$		156

			Interest expense,net
Interest rate swap contract for the three months ended March 31, 2021	$	149		$		(19)

								In addition to the above, for those foreign currency forward contracts not designated as hedges, the Company recorded the following fair value adjustments on
settled and outstanding contracts (Dollar amounts in thousands of U.S. dollars):

			Three Months Ended March 31,
Forward currency contracts not designated as hedges:			2022		2021

Gain (loss) on settlement		$		- $		420
Gain (loss) on change in fair value						(167)
		$		- $		253

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 $130.4 million as of March 31, 2022 and $130.4 million as of December 31, 2021. The Company's goodwill relates
83% ($107.7 million) to its Domain Services operating segment, 17% ($22.7 million) to its Fiber Internet Services operating segment and nil to its Platform Servicesoperating segment.
								Goodwill is not amortized, but is subject to an annual impairment test, or more frequently if impairment indicators are present. No impairment was recognized
during the three months ended March 31, 2022 and 2021.
									8

Table of Contents Other Intangible Assets:
	Intangible assets consist of acquired brand, technology, customer relationships, surname domain names, direct navigation domain names and network rights. The
Company considers its intangible assets consisting of surname domain names and direct navigation domain names as indefinite life intangible assets. The Company hasthe exclusive right to these domain names as long as the annual renewal fees are paid to the applicable registry. Renewals occur routinely and at a nominal cost. Theindefinite life intangible assets are not amortized but are subject to impairment assessments performed throughout the year. As part of the normal renewal evaluationprocess during the periods ended March 31, 2022 and March 31, 2021, the Company assessed that all domain names that were originally acquired in the June 2006acquisition of Mailbank.com Inc. that were up for renewal, should be renewed.
	Intangible assets, comprising brand, technology, customer relationships and network rights are being amortized on a straight-line basis over periods of two to
fifteen years.
	Net book value of acquired intangible assets consist of the following (Dollar amounts in thousands of U.S. dollars):

			Direct
		Surname	navigation
		domain	domain		Customer	Network
			names		names		Brand		relationships Technology	rights		Total
		indefinite	indefinite
	Amortization period		life								life		7 years	3 - 7 years 2 - 7 years	15 years

	Balances, December 31, 2021	$	11,156 $	1,135 $	5,010 $						28,634 $	3,392 $	1,082 $		50,409
	Acquisition of customer relationships		-	-	-						95	-	-	95
	Additions to/(disposals from) domainportfolio, net
			-	(2)	-						-	-	-		(2)
	Amortization expense		-	-	(518)						(2,145)	(155)	(25)	(2,843)
	Balances, March 31, 2022	$	11,156 $	1,133 $	4,492 $						26,584 $	3,237 $	1,057 $		47,659

	The following table shows the estimated amortization expense for each of the next 5 years, assuming no further additions to acquired intangible assets are made
(Dollar amounts in thousands of U.S. dollars):
							Year ending
							December 31,
	Remainder of 2022					$		8,218
	2023							10,153
	2024							6,531
	2025							4,393
	2026							2,668
	Thereafter							3,407
	Total					$		35,370
7. Loan Payable:
Amended 2019 Credit Facility

On June 14, 2019, the Company and its wholly-owned subsidiaries, Tucows.com Co., Ting Fiber, Inc., Ting Inc., Tucows (Delaware) Inc. and Tucows (Emerald),
LLC entered into an Amended and Restated Senior Secured Credit Agreement (the “Amended 2019 Credit Facility”) with Royal Bank (“RBC”), as administrative agent,and lenders party thereto (collectively with RBC, the “Lenders”) under which the Company had access to an aggregate of up to $240 million in funds, which consisted of$180 million guaranteed credit facility and a $60 million accordion facility. The Amended 2019 Credit Facility replaced the Company’s 2017 Amended Credit Facility.

	In connection with the Amended 2019 Credit Facility, the Company incurred $0.3 million of fees paid to the Lenders and $0.2 million of legal fees related to the
debt issuance. Of these fees, $0.4 million are debt issuance costs, which have been reflected as a reduction to the carrying amount of the loan payable and will beamortized over the term of the credit facility agreement and $0.1 million were recorded in General and administrative expenses for the year ended December 31, 2019.
				9

Table of Contents
	The obligations of the Company under the Amended 2019 Credit Agreement are secured by a first priority lien on substantially all of the personal property and
assets of the Company and has a four-year term, maturing on June 13, 2023.
Second Amended 2019 Credit Facility

On October 26, 2021, the Company entered into a Second Amended and Restated Senior Secured Credit Agreement (the “Second Amended 2019 Credit
Agreement”) with the Lenders and Toronto-Dominion Bank (collectively the “New Lenders”) to, among other things, increase the existing revolving credit facility from$180 million to $240 million. The Second Amended Credit Agreement provides the Company with access to an aggregate of $240 million in committed funds. The SecondAmended Credit Agreement also provides for two additional interest rate tiers if the Company exceeds a 3.50x Total Funded Debt to Adjusted EBITDA Ratio.

In connection with the Second Amended 2019 Credit Facility, the Company incurred $0.3 million of fees related to the debt issuance, 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.
Credit Facility Terms
	The Second Amended 2019 Credit Facility is revolving with interest only payments with no scheduled repayments during the term.
The Second Amended 2019 Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default. The
Second Amended 2019 Credit Facility requires that the Company to comply with the following financial covenants at all times, which are to be calculated on arolling four quarter basis: (i) maximum Total Funded Debt to Adjusted EBITDA Ratio of 4.50:1.00 until March 31, 2023 and 4.00:1.00 thereafter; and (ii) minimum InterestCoverage Ratio of 3.00:1.00. During the three months ended March 31, 2022, and the three months ended March 31, 2021 the Company was in compliance with thesecovenants. The Second Amended 2019 Credit Facility agreement definition of Adjusted EBITDA which is used to calculate the Company's compliance with covenantswas amended in March of 2022 to align to the definition of Adjusted EBITDA used in Note 13 – Segment Accounting
	Borrowings under the Second Amended 2019 Credit Facility will accrue interest and standby fees based on the Company’s Total Funded Debt to Adjusted
EBITDA ratio and the availment type as follows:

			If Total Funded Debt to EBITDA is:
				Greater than	Greater than		Greater than	Greater than
				or equal to	or equal to		or equal to	or equal to	Greater than
				2.00 and less	2.50 and less		3.00 and less	3.50 and less	or equal to
Availment type or fee		Less than 2.00		than 2.50		than 3.00			than 3.50		than 4.00		4.00
Canadian dollar borrowings based on Bankers’Acceptance or U.S. dollar borrowings based on LIBOR(Margin)
								1.75%	2.25%	2.50%	2.75%	3.00%	3.25%
Canadian or U.S. dollar borrowings based on Prime Rateor U.S. dollar borrowings based on Base Rate (Margin)
								0.50%	1.00%	1.25%	1.50%	1.75%	2.00%
Standby fees								0.35%	0.45%	0.50%	0.55%	0.60%	0.65%

	The following table summarizes the Company’s borrowings under the credit facilities (Dollar amounts in thousands of U.S. dollars):

									March 31, 2022	December 31, 2021

Revolver				$	207,900 $			191,400
Less: unamortized debt discount and issuance costs										(717)	(652)
Total loan payable					207,183			190,748
Less: loan payable, current portion					-	-
Loan payable, long-term portion				$	207,183 $			190,748

	The following table summarizes our scheduled principal repayments as of March 31, 2022 (Dollar amounts in thousands of U.S. dollars):
Remainder of 2022
					$	-
2023						207,900
					$	207,900
8. Income Taxes:
	The Company's provision for income taxes for interim periods is determined by using an estimated annual effective tax rate, adjusted for discrete items arising
during the quarter. At each quarter, the Company updates the estimated annual effective tax rate and makes a year-to-date adjustment to the provision. The estimatedannual effective tax rate is subject to volatility due to several factors, including accurately forecasting the Company's net income before tax and taxable income or lossand the mix of tax jurisdictions to which they relate, intercompany transactions, and changes in statutes, regulations, and case law.
	For the three months ended March 31, 2022, the Company recorded an income tax expense of $1.1 million on net loss before income taxes of $1.9 million, using an
estimated effective tax rate for the fiscal year ending December 31, 2022 (“Fiscal 2022”) adjusted for certain minimum state taxes. Our effective tax rate for the threemonths ended March 31, 2022 is also adversely impacted by a change in the geographical mix of income and current tax on foreign earnings.

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Comparatively, for the three months ended March 31, 2021, the Company recorded an income tax expense of $1.1 million on income before income taxes of
$3.2 million, using an estimated effective tax rate for the fiscal year ending December 31, 2021 (“Fiscal 2021”) adjusted for certain minimum state taxes as well as theinclusion of a $0.2 million tax expense related to stock based compensation. Our effective tax rate for the three months ended March 31, 2021 is also impacted by discreteadjustments resulting from finalization of prior period tax filings, foreign exchange and mark-to-market adjustments.

9. Basic and Diluted Earnings per Common Share:
	The following table reconciles the numerators and denominators of the basic and diluted earnings per common share computation (Dollar amounts in thousands
of US dollars, except for share data):

			Three Months Ended March 31,
			2022		2021

Numerator for basic and diluted earnings per common share:
Net income for the period		$		(3,020) $	2,149

Denominator for basic and diluted earnings per common share:
Basic weighted average number of common shares outstanding			10,754,758		10,617,807
Effect of outstanding stock options				-	178,955
Diluted weighted average number of shares outstanding			10,754,758		10,796,762

Basic earnings per common share		$		(0.28) $	0.20

Diluted earnings per common share		$		(0.28) $	0.20

	For the three months ended March 31, 2022 the Company recorded a net loss, thus all outstanding options were considered anti-dilutive and excluded from the
computation of diluted income per common share. For the three months ended March 31, 2021 4,004 outstanding options were not included in the computation ofdiluted income per common share because the options’ exercise price was greater than the average market price of the common shares for the period.

10. Revenue: Significant accounting policy
	The Company’s revenues are derived from (a) the provisioning of retail fiber Internet services in our Fiber Internet Services segment, (b) the CSP solutions and
professional services in our Platform Services segment; and from (c) domain name registration contracts, other domain related value-added services, domain salecontracts, and other advertising revenue in our Domain Services segment. Certain revenues are disclosed under the Corporate category as they are considered none-core business activities including Mobile Retail Services, Transition Services Agreement ("TSA") revenue and eliminations of intercompany revenue. Amounts receivedin advance of meeting the revenue recognition criteria described below are recorded as deferred revenue. All products are generally sold without the right of return orrefund.
	Revenue is measured based on consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third
parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.
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	The following is a description of principal activities – separated by reportable segments – from which the Company generates its revenue. For more detailed
information about reportable segments, see Note 13 – Segment Reporting.
(a) Fiber Internet Services

	The Company generates Fiber Internet Services revenues primarily through the provisioning of fixed high-speed Internet access, Ting Internet. Fiber Internet services (Ting Internet) contracts provide customers Internet access at their home or business through the installation and use of our fiber optic
network. Ting Internet contracts are generally prepaid and grant customers with unlimited bandwidth based on a fixed price per month basis. Because consideration iscollected before the service period, revenue is initially deferred and recognized as the Company performs its obligation to provide Internet access. Though the Companydoes not consider the installation of fixed Internet access to be a distinct performance obligation, the fees related to installation are immaterial and therefore revenue isrecognized as billed.
	Ting Internet access services are primarily contracted through the Ting website, for one month at a time and contain no commitment to renew the contract
following each customer’s monthly billing cycle. The Company’s billing cycle for all Ting Internet customers is computed based on the customer’s activation date. Inaddition, revenues associated with the sale of Internet hardware to subscribers are recognized when title and risk of loss is transferred to the subscriber and shipmenthas occurred. Incentive marketing credits given to customers are recorded as a reduction of revenue.
	In those cases, where payment is not received at the time of sale, revenue is not recognized at contract inception unless the collection of the related accounts
receivable is reasonably assured. The Company records costs that reflect expected refunds, rebates and credit card charge-backs as a reduction of revenues at the timeof the sale based on historical experiences and current expectations.
(b) Platform Services

	The Company generates Platform Services revenues by providing billing and provisioning platform services to Communication Service Providers ("CSPs") to
whom we also provide other professional services.

Platform service agreements contain both platform services and professional services. Platform services offer a variety of solutions that support CSPs, including
subscription and billing management, network orchestration and provisioning, and individual developer tools. Consideration under platform service arrangementsincludes both a variable component that changes each month depending on the number of subscribers hosted on the platform, as well as fixed payments and credits.Variable consideration sometimes includes minimum contractual payments, which are considered substantive minimum commitments. The Company uses the variableallocation exception to allocate variable consideration received to the services which the variable consideration relates to. Platform services represent a single promise toprovide continuous access (i.e. a stand-ready performance obligation) to the platform. As each month of providing access to the platform is substantially the same andthe customer simultaneously receives and consumes the benefits as access is provided, the performance obligation is comprised of a series of distinct service periods.Professional services provided under platform service arrangements can include implementation, training, consulting or software development/modification services.Revenues related to professional services are distinct from the other promises in the contract(s) and are recognized as the related services are performed. Considerationis allocated between the platform services and professional services performance obligations by estimating the standalone selling price (“SSP”) of each performanceobligation. The Company estimates the SSP of professional services based on observable standalone sales. The SSP of platform services is derived using the residualapproach by estimating the total contract consideration and subtracting the SSP of professional services. Total contract consideration is estimated at contract inception,considering any constraints that may apply and updating the estimates as new information becomes available.

Other professional services consist of professional service arrangements with platform services customers which are billed based on separate Statement of Work
(“SOW”) arrangements for bespoke feature development. Revenues for professional services contracted through separate SOWs are recognized at a point-in-time whenthe final acceptance criteria have been met.

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(c) Domain Services
	Domain registration contracts, which can be purchased for terms of one to ten years, provide our resellers and retail registrant customers with the exclusive right
to a personalized internet address from which to build an online presence. The Company enters into domain registration contracts in connection with each new, renewedand transferred-in domain registration. At the inception of the contract, the Company charges and collects the registration fee for the entire registration period. Thoughfees are collected upfront, revenue from domain registrations are recognized rateably over the registration period as domain registration contracts contain a ‘right toaccess’ license of IP, which is a distinct performance obligation measured over time. The registration period begins once the Company has confirmed that the requesteddomain name has been appropriately recorded in the registry under contractual performance standards.
	Domain related value-added services like digital certifications, WHOIS privacy, website hosting and hosted email provide our resellers and retail registrant
customers with tools and additional functionality to be used in conjunction with domain registrations. All domain related value-added services are considered distinctperformance obligations which transfer the promised service to the customer over the contracted term. Fees charged to customers for domain related value-addedservices are collected at the inception of the contract, and revenue is recognized on a straight-line basis over the contracted term, consistent with the satisfaction of theperformance obligations.
	The Company is an ICANN accredited registrar. Thus, the Company is the primary obligor with our reseller and retail registrant customers and is responsible for
the fulfillment of our registrar services to those parties. As a result, the Company reports revenue in the amount of the fees we receive directly from our reseller and retailregistrant customers. Our reseller customers maintain the primary obligor relationship with their retail customers, establish pricing and retain credit risk to thosecustomers. Accordingly, the Company does not recognize any revenue related to transactions between our reseller customers and their ultimate retail customers.
	The Company also sells the rights to the Company’s portfolio domains or names acquired through the Company’s domain expiry stream. Revenue generated from
sale of domain name contracts, containing a distinct performance obligation to transfer the domain name rights under the Company’s control, is generally recognizedonce the rights have been transferred and payment has been received in full.
	Advertising revenue is derived through domain parking monetization, whereby the Company contracts with third-party Internet advertising publishers to direct
web traffic from the Company’s domain expiry stream domains and Internet portfolio domains to advertising websites. Compensation from Internet advertisingpublishers is calculated variably on a cost-per-action basis based on the number of advertising links that have been visited in a given month. Given that the variableconsideration is calculated and paid on a monthly basis, no estimation of variable consideration is required. Disaggregation of Revenue
	The following is a summary of the Company’s revenue earned from each significant revenue stream (Dollar amounts in thousands of U.S. dollars):
			Three Months Ended March 31,
			2022		2021
Fiber Internet Services:
Fiber Internet Services		$		9,788 $	5,082

Platform Services:
Platform Services				6,097	638
Other Professional Services				750	-
	Total Platform Services			6,847	638

Domain Services:
Wholesale
Domain Services				46,836	46,991
Value Added Services				5,649	5,080
	Total Wholesale			52,485	52,071

Retail				9,061	9,154
Total Domain Services				61,546	61,225

Corporate:
Mobile services and eliminations				2,918	3,930

		$		81,099 $	70,875

	During the three months ended March 31, 2022 and the three months ended March 31, 2021 no customer accounted for more than 10% of total revenue.

	At March 31, 2022, one customer represented 46% of accounts receivables.

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	The following is a summary of the Company’s cost of revenue from each significant revenue stream (Dollar amounts in thousands of U.S. dollars):

			Three Months Ended March 31,
			2022		2021

Fiber Internet Services:
Fiber Internet Services		$		4,038 $	2,609

Platform Services:
Platform Services				185	85
Other Professional Services				776	-
	Total Platform Services			961	85

Domain Services:
Wholesale
Domain Services				36,397	35,773
Value Added Services				656	599
	Total Wholesale			37,053	36,372

Retail				4,759	4,401
Total Domain Services				41,812	40,773

Corporate:
Mobile services and eliminations				2,610	2,720

Network Expenses:
Network, other costs				4,180	3,238
Network, depreciation of property and equipment				5,895	3,638
Network, amortization of intangible assets				378	299
Network, impairment of property and equipment				27	60
Total Network Expenses				10,480	7,235

		$		59,901 $	53,422
Contract Balances
	The following tables provide information about contract assets and contract liabilities (deferred revenue) from contracts with customers. The Company accounts
for contract assets and liabilities on a contract-by-contract basis, with each contract presented as either a net contract asset or a net contract liability accordingly.
	Some of the Company’s long-term contracts with customers are billed in advance of service, such as domain contracts and some professional service contracts.
Consideration received from customers related to performance obligations which have not yet been satisfied are contract liabilities and recorded as deferred revenues.
	Deferred revenue primarily relates to the portion of the transaction price received in advance related to the unexpired term of domain name registrations and other
domain related value-added services, on both a wholesale and retail basis, net of external commissions.
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	Significant changes in deferred revenue for the three months ended March 31, 2022 were as follows (Dollar amounts in thousands of U.S. dollars):

	Deferred revenue:
				March 31, 2022

		Balance, beginning of period	$		147,793
		Deferred revenue		65,315
		Recognized revenue			(60,942)
		Balance, end of period	$		152,166

The Company receives consideration for long-term mobile platform service contracts, which we collect variably each month depending on the number of
subscribers hosted on the platform (subject to certain minimums) as well as through certain fixed platform fees and credits. Contract assets are recorded for servicesdelivered under long-term mobile platform services contracts, to the extent that the services delivered exceed the services which have been billed to the customer at thereporting date. Contract assets are transferred to receivables when the rights to consideration become unconditional. All contract assets transfer to receivables withinthree months of when they are recognized.

	Contract assets:
				March 31, 2022

		Balance, beginning of period	$	778
		Consideration recognized as revenue		5,677
		Transferred to receivables		(3,172)
		Balance, end of period	$	3,283
Remaining Performance Obligations:
	For retail mobile and internet access services, where the performance obligation is part of contracts that have an original expected duration of one year or less
(typically one month), the Company has elected to apply a practical expedient to not disclose revenues expected to be recognized in the future related performanceobligations that are unsatisfied (or partially unsatisfied).
	Although domain registration contracts are deferred over the lives of the individual contracts, which can range from one to ten years, approximately 80 percent of
our deferred revenue balance related to domain contracts is expected to be recognized within the next twelve months.
	Deferred revenue related to Exact hosting contracts is also deferred over the lives of the individual contracts, which are expected to be fully recognized within the
next twelve months.
	Professional service revenue related to platform services may be deferred over the period not exceeding the term of the contract.
11. Costs to obtain and fulfill a Contract Deferred costs of fulfillment
	Deferred costs to fulfill contracts primarily consist of domain registration costs which have been paid to a domain registry, and are capitalized as deferred costs of
fulfillment. These costs are deferred and amortized over the life of the domain which generally ranges from one to ten years. The Company also defers certaintechnology design and data migration costs it incurs to fulfil its performance obligations contained in our platform services arrangements. For the three months endedMarch 31, 2022, the Company deferred $45.1 million and amortized $43.2 million of contract costs. There was no impairment loss recognized in relation to the costscapitalized during the three months ended March 31, 2022. Amortization expense of deferred costs is included in cost of revenue.
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	The breakdown of the movement in the deferred costs of fulfillment balance for the three months ended March 31, 2022 is as follows (Dollar amounts in
thousands of U.S. dollars).

			March 31, 2022

Balance, beginning of period		$		112,711
Deferral of costs			45,132
Recognized costs				(43,183)
Balance, end of period		$		114,660
12. Leases
	We lease datacenters, corporate offices and fiber-optic cables under operating leases. The Company does not have any leases classified as finance leases.

	Our leases have remaining lease terms of 1 year to 20 years, some of which may include options to extend the leases for up to 5 years, and some of which may
include options to terminate the leases within 1 year.
	The components of lease expense were as follows (Dollar amounts in thousands of U.S. dollars):

						For the Three Months Ended March 31,
						2022				2021
Operating Lease Cost (leases with a total term greater than 12 months)					$	849 $			534
Short-term Lease Cost (leases with a total term of 12 months or less)						11			50
Variable Lease Cost						103			176
Total Lease Cost					$	963 $			760

	Lease Cost is presented in general and administrative expenses and network expenses within our consolidated statements of operations and comprehensive
income.
	Information related to leases was as follows (Dollar amounts in thousands of U.S. dollars):

						For the Three Months Ended March 31,
Supplemental cashflow information:						2022				2021
Operating Lease - Operating Cash Flows (Fixed Payments)					$	936 $			551
Operating Lease - Operating Cash Flows (Liability Reduction)					$	832 $			472
New ROU Assets - Operating Leases					$	1,378 $			1,394
Supplemental balance sheet information related to leases:
						March 31, 2022			December 31, 2021
Weighted Average Discount Rate						3.11%			3.09%
Weighted Average Remaining Lease Term						7.36 yrs				7.74 yrs

	Maturity of lease liability as of March 31, 2022 (Dollar amounts in thousands of U.S. dollars):

								March 31, 2022
Remaining of 2022							$	2,854
2023								3,818
2024								2,883
2025								2,055
2026								1,501
Thereafter								4,245
Total future lease payments								17,356
Less imputed interest								1,673
Total							$	15,683

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	Operating lease payments include payments under the non-cancellable term, without any additional amounts related to options to extend lease terms that are
reasonably certain of being exercised.
	As of March 31, 2022, we have not entered into lease agreements that have not yet commenced.

	The Company has elected to use the single exchange rate approach when accounting for lease modifications. Under the single exchange rate approach, the entire
right of use asset is revalued at the date of modification in the Company’s functional currency provided the re-measurement is not considered a separate contract or ifthe re-measurement is related to change the lease term or assessment of a lessee option to purchase the underlying asset being exercised. 13. Segment Reporting:
	Reportable operating segments:
We are organized and managed based on three operating segments which are differentiated primarily by their services, the markets they serve and the regulatory
environments in which they operate. No operating segments have been aggregated to determine our reportable segments.

During the first quarter of 2022, the Company completed a reorganization of its reporting structure into three operating and reportable segments: Fiber Internet
Services, Platform Services and Domain Services. Previously, the Company disclosed the three operating and reportable segments: Fiber Internet Services, MobileServices and Domain Services. The retail portion of the previously disclosed Mobile Services, including the earn-out of the sale of legacy subscribers are now includedwithin Corporate and ISP platform revenues and related results previously included within the Fiber Internet Services are now included within Platform Services.

The change to our reportable operating segments was the result of a shift in our business and management structures that was completed during the first quarter
of 2022. The operations supporting what was previously known as our Mobile Services segment have become increasingly operationally distinct between our mobileretail services and our platform services. As a result, commencing in the first quarter of 2022, our Chief Executive Officer ("CEO"), who is also our chief operatingdecision maker, reviews the operating results of Fiber Internet Services, Platform Services and Domains Services as three distinct segments in order to make keyoperating decisions as well as evaluate segment performance. Certain revenues and expenses disclosed under the Corporate category are excluded from segmentEBITDA results as they are centrally managed and not monitored by or reported to our CEO by segment, including Mobile Retail Services, eliminations of intercompanytransactions, portions of Finance and Human Resources that are centrally managed, Legal and Corporate IT.


Our reportable operating segments and their principal activities consist of the following:
	1. Fiber Internet Services - This segment derives revenue from the retail high speed Internet access to individuals and small businesses primarily through the
Ting website. Revenues are generated in the United States.
	2. Platform Services – This segment derives revenue from platform and other professional services related to communication service providers, including
Mobile Network Operators and Internet Service Providers, and are primarily generated in the United States.

	3. 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 retailInternet domain name registration and email services to individuals and small businesses. Domain Services revenues are attributed to the country in which the contractoriginates, primarily Canada and the United States.

Our segmented results include shared services allocations, including a profit margin, from Corporate for Finance, Human Resources and other technical services,
to the operating units. In addition, Platform Services charges Fiber Internet Services a subscriber based monthly charge services rendered. Financial impacts from theseallocations and cross segment charges are eliminated as part of the Corporate results.

	Key measure of segment performance:
The CEO, as the chief operating decision maker, regularly reviews the operations and performance by segment. The CEO reviews segment revenue, gross margin
and adjusted EBITDA (as defined below) as (i) key measures of performance for each segment and (ii) to make decisions about the allocation of resources. Sales andmarketing expenses, technical operations and development expenses, general and administrative expenses, depreciation of property and equipment, amortization ofintangibles assets, impairment of indefinite life intangible assets, gain on currency forward contracts and other expense net are organized along functional lines andare 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 CEO.The Company follows the same accounting policies for the segments as those described in “Note 2 – Significant Accounting Policies”, and “Note 10 – Revenue”.

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	Our key measures of segment performance and their definitions are:

	1. Segment gross margin - net revenues less Direct cost of revenues attributable to each segment.

	2. Segment adjusted EBITDA - segment gross margin as well as the recurring gain on sale of Ting Customer Assets, less network expenses and certain
operating expenses attributable to each segment, such as sales and marketing, technical operations and development, general and administration expenses but excludesgains and losses from unrealized foreign currency, stock-based compensation and transactions that are one-time in nature and not indicative of on-going performance,including acquisition and transition costs. Certain revenues and expenses disclosed under the Corporate category are excluded from segment EBITDA results as theyare centrally managed and not monitored by or reported to our CEO by segment, including Mobile Retail Services, eliminations of intercompany transactions, portions ofFinance and Human Resources that are centrally managed, Legal and Corporate IT.

	Our comparative period financial results have also been reclassified to reflect the current key measures of segment performance.

	The Company believes that both segment gross margin and adjusted EBITDA measures are important indicators of the operational strength and performance of
its segments, by identifying those items that are not directly a reflection of each segment’s performance or indicative of ongoing operational and profitability trends. Segment gross margin and segment adjusted EBITDA both exclude depreciation of property and equipment, amortization of intangibles assets, impairment of indefinitelife intangible assets that are included in the measurement of income before provision for income taxes pursuant to generally accepted accounting principles ("GAAP"). Accordingly, adjusted EBITDA should be considered in addition to, but not as a substitute for net income, cash flow provided by operating activities and othermeasures of financial performance prepared in accordance with GAAP. Total assets and total liabilities are centrally managed and are not reviewed at the segment levelby the CEO. The Company follows the same accounting policies for the segments as those described in “Note 2 – Significant Accounting Policies”, and “Note 10 –Revenue”.

	Information by reportable segments (with the exception of disaggregated revenue, which is discussed in “Note 10 – Revenue”), which is regularly reported to the
chief operating decision maker, and the reconciliations thereof to our income before taxes, are set out in the following tables (Dollar amounts in thousands of USdollars): Reconciliation of Adjusted EBITDA to Income before Provision for Income Taxes
			Three Months Ended March 31,
(In Thousands of US Dollars)			2022		2021
(unaudited)			(unaudited)		(unaudited)

Adjusted EBITDA		$		11,311 $	12,724
Depreciation of property and equipment				6,043	3,759
Impairment and loss on disposition of property and equipment				412	60
Amortization of intangible assets				2,843	2,619
Interest expense, net				1,796	936
Accretion of contingent consideration				98	96
Stock-based compensation				1,391	1,022
Unrealized loss (gain) on change in fair value of forward contracts				-	166
Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities				53	67
Acquisition and other costs1				617	767

Income before provision for income taxes		$		(1,942) $	3,232
1 Acquisition and other costs represent transaction-related expenses, transitional expenses, such as redundant post-acquisition expenses, primarily related to ouracquisitions, including Simply Bits in November 2021. Expenses include severance or transitional costs associated with department, operational or overall companyrestructuring efforts, including geographic alignments.
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	Fiber Internet		Platform		Domain		Consolidated
		Services		Services		Services	Corporate		Totals
For the Three Months Ended March 31, 2022

Net Revenues	$	9,788 $		6,847 $	61,546 $		2,918 $	81,099
Direct cost of revenues		4,038		961	41,812		2,610	49,421
Segment Gross Margin		5,750		5,886	19,734		308	31,678

Adjusted EBITDA	$	(4,321) $		2,047 $		11,774 $	1,811 $	11,311

	Fiber Internet		Platform		Domain		Consolidated
		Services		Services		Services	Corporate		Totals
For the Three Months Ended March 31, 2021

Net Revenues	$	5,082 $		638 $	61,225 $		3,930 $	70,875
Direct cost of revenues		2,609		85	40,773		2,720	46,187
Segment Gross Margin		2,473		553	20,452		1,210	24,688

Adjusted EBITDA	$									(3,927) $	(1,080) $	13,196 $			4,535 $	12,724

												(b) The following is a summary of the Company’s property and equipment by geographic region (Dollar amounts in thousands of US dollars):

														March 31, 2022	December 31, 2021

												Canada	$		1,721 $		1,994
												United States			189,698		170,630
												Europe			37			38
													$		191,456 $		172,662

												(c) The following is a summary of the Company’s amortizable intangible assets by geographic region (Dollar amounts in thousands of US dollars):

														March 31, 2022	December 31, 2021

												Canada	$		3,899 $		1,386
												United States			31,471		36,732
													$		35,370 $		38,118

												(d) Valuation and qualifying accounts (Dollar amounts in thousands of US dollars):

		Balance at
										beginning of	Charged to costs			Write-offs								Balance at end of
												Allowance for doubtful accounts		period		and expenses		during period		period

												Three Months Ended March 31, 2022	$	541 $			- $		6 $		535
												Twelve months ended December 31, 2021	$	222 $		319 $			- $		541

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Table of Contents 14. Stockholders' Equity:
	The following table summarizes stockholders' equity transactions for the three-month period ended (Dollar amounts in thousands of U.S. dollars):

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

Balances, December 31, 2021		10,747,417 $		28,515 $		2,764 $		83,470 $					343 $	115,092

Exercise of stock options		11,592		757		(242)			-				-	515
Shares deducted from exercise of stockoptions for payment of withholding taxesand exercise consideration
		(1,860)			-		-		-				-	-
Stock-based compensation		5,432		383		1,008			-				-	1,391
Net income			-		-		-	(3,020)					-	(3,020)
Other comprehensive income (loss)			-		-		-		-			1,034	1,034
Balances, March 31, 2022		10,762,581 $		29,655 $		3,530 $		80,450 $				1,377 $	115,012
2022 Stock Buyback Program
	On February 10, 2022, the Company announced that its Board 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 11, 2022 and isexpected to terminate on or before February 10, 2023. For the three months ended March 31, 2022, the Company did not repurchase shares under this program. 2021 Stock Buyback Program
	On February 9, 2021, the Company announced that its Board 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, 2021 and wasterminated on February 9, 2022. For the three months ended March 31, 2022, and the three months ended March 31, 2021 the Company did not repurchase shares underthis program. 2020 Stock Buyback Program
	On February 12, 2020, the Company announced that its Board had approved a stock buyback program to repurchase up to $40 million of its common stock in the
open market. The $40 million buyback program commenced on February 13, 2020 and terminated on February 12, 2021. For the three months ended March 31, 2021, theCompany did not repurchase shares under this program. 15. Share-based Payments: Stock options
	The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. 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 theweighted average of the applicable assumption used to value stock options at their grant date. The Company calculates expected volatility based on historical volatilityof 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 onhistorical exercise experience. The Company evaluated historical exercise behavior when determining the expected term assumptions. The risk-free rate assumed invaluing 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 expecteddividend yield percentage by dividing the expected annual dividend by the market price of Tucows Inc. common shares at the date of grant.
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Table of Contents
	Details of stock option transactions for the three months ended March 31, 2022 and March 31, 2021 are as follows (Dollar amounts in thousands of U.S. dollars,
except per share amounts):
		Three Months Ended March 31,		Three Months Ended March 31,
			2022		2021
								Weighted		Weighted
								average		average
		Number of	exercise price						Number of	exercise price
							shares						per share						shares						per share

Outstanding, beginning of period			901,651 $	56.44	845,020 $	55.31
Granted			7,000	71.43	-	-
Exercised			(11,592)	56.63	(28,337)	47.03
Forfeited			(12,568)	86.20	(8,064)	60.72
Expired			(1,237)	62.51	-	-
Outstanding, end of period			883,254	64.37	808,619	55.55
Options exercisable, end of period			405,846 $	56.40	378,258 $	49.35
	As of March 31, 2022, the exercise prices, weighted average remaining contractual life of outstanding options and intrinsic values were as follows (Dollar amounts
in thousands of U.S. dollars, except per share amounts):
												Options outstanding		Options exercisable
												Weighted	Weighted	Weighted					Weighted
												average	average	average	average
												exercise	remaining	Aggregate		exercise					remaining	Aggregate
											Number	price per	contractual	intrinsic	Number	price per					contractual	intrinsic
Exercise price												outstanding	share		life (years)	value		exercisable	share						life (years)	value

$19.95 - $19.95														7,000 $	19.95			0.9 $	338	7,000 $	19.95	0.9 $	338
$21.10 - $21.10														20,892	21.10			0.8	986	20,892	21.10	0.8	986
$46.90 - $48.00														11,000	47.35			3.6	231	6,000	47.17	2.5	127
$51.82 - $59.98																219,671	55.59			2.4	2,793	209,396	55.60	2.2	2,660
$60.01 - $68.41																335,716	62.03			4.3	2,108	149,858	63.13	4.0	777
$70.13 - $79.51																272,475	78.47			6.0	-	12,700	72.61	5.7	-
$80.61 - $82.07														16,500	81.27			6.5	-					-	-	-	-
																883,254 $	64.37			4.3 $	6,456	405,846 $	56.40	2.9 $	4,888

	Total unrecognized compensation cost relating to unvested stock options at March 31, 2022, prior to the consideration of expected forfeitures, is approximately
$8.3 million and is expected to be recognized over a weighted average period of 2.7 years.
	The Company recorded stock-based compensation of $1.4 million for the three months ended March 31, 2022, and $1.0 million for the three months ended March
31, 2021, respectively.
	The Company has not capitalized any stock-based compensation expense as part of the cost of an asset.

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Table of Contents 16. Fair Value Measurement:
	For financial assets and liabilities recorded in our financial statements at fair value we utilize 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 orliabilities. 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 orindirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s ownassumptions 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 levelinput that is significant to the fair value measurement.
	Equity investments without readily determinable fair value include ownership rights that do not provide the Company with control or significant influence. Such
equity investments are recorded at cost, less any impairment, and adjusted for subsequent observable price changes as of the date that an observable transaction takesplace. Subsequent adjustments are recorded in other income (expense), net.
	The following table provides a summary of the fair values of the Company’s derivative instruments measured at fair value on a recurring basis as at March 31,
2022 (Dollar amounts in thousands of U.S. dollars):
			March 31, 2022
				Fair Value Measurement Using		Assets
							Level 1		Level 2		Level 3	at Fair value

Derivative instrument asset, net		$		- $	1,817 $			- $	1,817

Total asset, net		$		- $	1,817 $			- $	1,817

	The following table provides a summary of the fair values of the Company’s derivative instruments measured at fair value on a recurring basis as at December
31, 2021 (Dollar amounts in thousands of U.S. dollars):
			December 31, 2021
				Fair Value Measurement Using		Assets
							Level 1		Level 2		Level 3	at Fair value

Derivative instrument asset, net		$		- $	452 $			- $	452

Total assets, net		$		- $	452 $			- $	452
17. Other income:
	On August 1, 2020, the Company entered into an Asset Purchase Agreement (the “DISH Purchase Agreement”), by and between the Company and DISH
Wireless L.L.C.(“DISH”). Under the DISH Purchase Agreement and in accordance with the terms and conditions set forth therein, the Company sold to DISH its mobilecustomer accounts that are marketed and sold under the Ting brand (other than certain customer accounts associated with one network operator) (“TransferredAssets”) and derecognized intangible assets and capitalized contract costs associated with the Transferred Assets in the amount of $3.5 million. For a period of 10 yearsfollowing the execution of the DISH Purchase Agreement, DISH will pay a monthly fee to the Company generally equal to an amount of net revenue received by DISH inconnection with the transferred customer accounts minus certain fees and expenses, as further set forth in the DISH Purchase Agreement. The gain is presented net ofthe original cost base of the Transferred Assets. The Company earned $4.8 million and $5.4 million under the DISH Purchase Agreement during the three months endedMarch 31, 2022 and the three months ended March 31, 2021, respectively.

(Dollar amounts in thousands of U.S. dollars)								Three Months Ended March 31,
								2022		2021
Income earned on sale of Transferred Assets			$						4,752 $	5,395
Gain on sale of Ting Customer Assets			$						4,752 $	5,395
18. Contingencies:
	From time to time, the Company has legal claims and lawsuits in connection with its ordinary business operations. The Company vigorously defends such claims.
While the final outcome with respect to any actions or claims outstanding or pending as of March 31, 2022 cannot be predicted with certainty, management does notbelieve that the resolution of these claims, individually or in the aggregate, will have a material adverse effect on the Company's financial position.

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Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY 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 PrivateSecurities Litigation Reform Act of 1995. Words such as “may,” “should,” “anticipate,” “believe,” “plan,” “estimate,” “expect” and “intend,” and other similarexpressions are intended to identify forward-looking statements. The forward-looking statements contained in this report include statements regarding, among otherthings: the competition we expect to encounter as our business develops and competes in a broader range of Internet services; the Company's foreign currencyrequirements, specifically for the Canadian dollar; Platform Services, and fixed Internet access subscriber growth and retention rates; our belief regarding the underlyingplatform for our domain services, our expectation regarding the trend of sales of domain names and advertising; our expectations regarding portfolio revenue, our beliefthat, by increasing the number of services we offer, we will be able to generate higher revenues; our expectation regarding litigation; the potential impact of current andpending claims on our business; our valuations of certain deferred tax assets; our expectation to collect our outstanding receivables, net of our allowance for doubtfulaccounts; our expectation regarding fluctuations in certain expense and cost categories; our expectations regarding our unrecognized tax; our expectations regardingcash from operations to fund our business; the impact of cancellations of or amendments to market development fund programs under which we receive funds, ourexpectation regarding our ability to manage realized gains/losses from foreign currency contracts; the impact of the COVID-19 pandemic on our business, operationsand financial performance; and general business conditions and economic uncertainty. These statements are based on management’s current expectations and aresubject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Many factorsaffect our ability to achieve our objectives and to successfully develop and commercialize our services including:

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

	•	Our ability to service our debt commitments;

	•	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 commercialcustomers while maintaining the development and sales of our established services;

	•	Adverse tax consequences such as those related to changes in tax laws or tax rates or their interpretations, including with respect to the impact of the TaxCuts and Jobs Act of 2017;

	•	The application of judgment in determining our global provision for income taxes, deferred tax assets or liabilities or other tax liabilities given the ultimate taxdetermination is uncertain;

	•	Our ability to effectively integrate acquisitions;

	•	Our ability to monitor, assess and respond to the rapidly changing impacts of the COVID-19 pandemic. Our current assessment of expected impacts has beenincluded below as part of the Opportunities, Challenges & Risks section.

	•	Our ability to collect anticipated payments from DISH in connection with the 10-year payment stream that is a function of the margin generated by thetransferred subscribers over a 10-year period pursuant to the terms of the DISH Purchase Agreement;

	•	Pending or new litigation; and

	•	Factors set forth under the caption “Item 1A Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SECon March 1, 2022 (the “2021 Annual Report”).

	As previously disclosed the under the caption “Item 1A Risk Factors” in our 2021 Annual Report, data protection regulations may impose legal obligations on
us that we cannot meet or that conflict with our ICANN contractual requirements.
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Table of Contents
	This list of factors that may affect our future performance and financial and competitive position and 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 thesecautionary statements or any forward-looking statements, except as required by law. 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 of our customers’ experience as they access the Internet (at home or on the go) and while using Internet
services such as domain name registration, email and other Internet related services. During the first quarter of 2022, the Company completed a reorganization of itsreporting structure into three operating and reportable segments: Fiber Internet Services, Platform Services and Domain Services. Previously, we disclosed the threeoperating and reportable segments: Fiber Internet Services, Mobile Services and Domain Services. The change to our reportable operating segments was the result of ashift in our business and management structures that was initiated in 2021 and completed during the first quarter of 2022. The operations supporting what waspreviously known as our Mobile Services segment have become increasingly operationally distinct between our mobile retail services and our platform services.Through the reorganization of our reporting structure, the Mobile Services segment was changed to the Platform Services segment, which no longer includes the 10-year payment stream on transferred legacy subscribers earned as part of the DISH Purchase Agreement as well as the retail sale of mobile phones, retail telephonyservices and transition services, all of which are not considered a part of our core business operations with the shift from Mobile Virtual Network Operator (MVNO) toPlatform Service provider. The Platform Services segment includes our platform and professional services offerings (now branded as Wavelo), as well as the billingsolutions to Internet services providers ("ISPs") (branded as Platypus), that was previously reported under the Fiber Internet Services segment. The Fiber InternetServices segment now only contains the operating results of our retail high speed Internet access operations, excluding the billing solutions moved to the new PlatformServices segment. The product offerings included in the Domain Services segment remains unchanged. The three segments are differentiated primarily by their services,the markets they serve and the regulatory environments in which they operate.
	Our management regularly reviews our operating results on a consolidated basis, principally to make decisions about how we utilize our resources and to
measure our consolidated operating performance. To assist us in forecasting growth and to help us monitor the effectiveness of our operational strategies, ourmanagement regularly reviews revenues, operating results and performance for each of our service offerings in order to gain more depth and understanding of the keybusiness metrics driving our business. Commencing in the first quarter of 2022, our Chief Executive Officer (CEO), who is also our chief operating decisionmaker, reviewed the operating results of Fiber Internet Services, Platform Services and Domains Services as three distinct segments in order to make key operatingdecisions as well as evaluate segment performance. Accordingly, effective January 1, 2022 we report Fiber Internet Services, Platform Services and DomainServices revenue separately. The 10-year payment stream on transferred legacy subscribers as well as retail sale of mobile phones, retail telephony services andtransition services will be excluded from segment EBITDA results as they are no longer centrally managed and not monitored by or reported to our CEO by segment.
	For the three months ended March 31, 2022 and March 31, 2021, we reported revenue of $81.1 million and $70.9 million, respectively. Fiber Internet Services

	Fiber Internet Services, primarily branded as Ting Internet, Cedar, and Simply Bits includes the provision of fixed high-speed Internet access services to select
towns throughout the United States, with further expansion underway to both new and existing markets. Our primary sales channel is through the Ting website. Theprimary focus of this segment is to provide reliable Gigabit Internet services to consumer and business customers. Revenues are all generated in the U.S. and areprovided on a monthly basis and have no fixed contract terms.
	Platform Services

	Platform Services, primarily branded as Wavelo and Platypus includes the provision of full-service platforms and professional services providing a variety of
solutions that support Communication Services providers ("CSPs"), including subscription and billing management, network orchestration and provisioning, andindividual developer tools. Wavelo's focus is to provide accessible telecom software to CSPs globally, minimizing network and technical barriers and improving internetaccess worldwide. Wavelo's suite of flexible, cloud-based software simplifies the management of mobile and internet network access, enabling CSPs to better utilize theirexisting infrastructure, focus on customer experience and scale their businesses faster. Wavelo launches as a proven asset for CSPs, with DISH using Wavelo’s MobileNetwork Operating System ("MONOS") software to drive additional value within its Digital Operator Platform since early 2021. More recently, Ting Internet has alsointegrated Wavelo’s Internet Service Operating System ("ISOS") software to enable faster subscriber growth and footprint expansion. Wavelo revenues are all generatedin the U.S. and our customer agreements have set contract lengths with the underlying CSP. Similarly, Platypus revenues are largely generated in the U.S., with a smallportion earned in Canada and other countries.
	Domain Services

	Domain Services includes wholesale and retail domain name registration services, as well as value added services derived through our OpenSRS, eNom, Ascio,
EPAG and Hover brands. We earn revenues primarily from the registration fees charged to resellers in connection with new, renewed and transferred domain nameregistrations. In addition, we earn revenues from the sale of retail domain name registration and email services to individuals and small businesses. Domain Servicesrevenues are attributed to the country in which the contract originates, which is primarily in Canada and the U.S for OpenSRS and eNom brands. Ascio domain servicescontracts and EPAG agreements primarily originate in Europe.
	Our primary distribution channel is a global network of approximately 35,000 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. Our primary focus is serving the needs of thisnetwork of resellers by providing the broadest portfolio of generic top-level domain (“gTLD”) and the country code top-level domain options and related services, awhite-label platform that facilitates the provisioning and management of domain names, a powerful Application Program Interface, 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 theircustomers. We provide “second tier” support to our resellers by email, chat and phone in the event resellers experience issues or problems with our services. Inaddition, our Network Operating Center proactively monitors all services and network infrastructure to address deficiencies before customer services are impacted.
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Table of Contents
	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 primarilyby non-refundable, up-front payments, which lead to recurring revenue and positive operating cash flow.
	Wholesale, primarily branded as OpenSRS, eNom, EPAG and Ascio, derives revenue from its domain service and from providing value-added services. The
OpenSRS, eNom, EPAG and Ascio domain services manage 25.0 million domain names under the Tucows, eNom, EPAG and Ascio ICANN registrar accreditations andfor 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, WHOIS
privacy, publishing tools and other value-added services. All of these services are made available to end-users through a network of 35,000 web hosts, ISPs, and otherresellers around the world. In addition, we also derive revenue by monetizing domain names which are near the end of their lifecycle through advertising or auction sale.
	Retail, primarily the Hover and eNom portfolio of websites, including eNom, and eNom Central, derive revenues from the sale of domain name registration, 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-thirdsof Americans to purchase a surname-based email address. The retail segment includes the sale of the rights to its portfolio of surname domains used in connection withour Realnames email service as well as our Exact Hosting Service, that provides Linux hosting services for websites of individuals and small businesses. KEY BUSINESS METRICS AND NON-GAAP MEASURES
	We regularly review a number of business metrics, including the following key metrics and non-GAAP measures, to assist us in evaluating our business,
measure the performance of our business model, identify trends impacting our business, determine resource allocations, formulate financial projections and makestrategic business decisions. The following tables set forth the key business metrics which we believe are the primary indicators of our performance for the periodspresented: 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, oninvestor conference calls and related events that exclude certain non-cash and other charges as we believe that the non-GAAP information enhances investors’ overallunderstanding of our financial performance. Please see discussion of adjusted EBITDA in the Results of Operations section below. Ting Internet
		March 31,
				2022				2021
		(in '000's)
Ting Internet accounts under management		28	17
Ting Internet owned infrastructure serviceable addresses		81	59
Ting Internet partner infrastructure serviceable addresses		17	12
Domain Services
		For the Three Months Ended March 31,(1)
				2022				2021
		(in 000's)
Total new, renewed and transferred-in domain name transactions 2		5,951	6,247
Domains under management

(1)	For a discussion of these period-to-period changes in the domains provisioned and domains under management and how they impacted our financial resultssee the Net Revenues discussion below.
	Includes all transactions processed under our accreditations for our resellers and our retail brands, as well as transactions processed on behalf of otherregistrars using our platform.
	(2)
Domain Services
						March 31,
					2022				2021
						(in 000's)
Registered using Registrar Accreditation belonging to the Tucows Group					18,651	19,787
Registered using Registrar Accreditation belonging to Resellers						6,369	5,996
Total domain names under management					25,020	25,783

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Table of Contents OPPORTUNITIES, CHALLENGES AND RISKS
	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 beadversely 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 foreigncurrency exposure is to manage our financial exposure to certain foreign exchange fluctuations with the objective of neutralizing some or all of the impact of foreigncurrency exchange movements by entering into foreign exchange forward contracts to mitigate the exchange risk on a portion of our Canadian dollar exposure. We maynot always enter into such forward contracts and such contracts may not always be available and economical for us. Additionally, the forward rates established by thecontracts may be less advantageous than the market rate upon settlement.
	Fiber Internet Services As an ISP, we have invested and expect to continue to invest in new fiber to the home (“FTTH”) deployments in select markets in the United States. The
investments are a reflection of our ongoing efforts to build FTTH network via public-private partnerships in communities we identify as having strong, unmet demandfor FTTH services. Given the significant upfront build and operational investments for these FTTH deployments, there is risk that future technological and regulatorychanges as well as competitive responses from incumbent local providers, may result in us not fully recovering these investments.
	The communications industry continues to compete on the basis of network reach and performance, types of services and devices offered, and price. Platform Services Wavelo launches as a proven asset for CSPs, with DISH using Wavelo’s Mobile Network Operating System ("MONOS") software to drive additional value
within its Digital Operator Platform since early 2021. More recently, Ting Internet has also integrated Wavelo’s ("ISOS") software to enable faster subscriber growth andfootprint expansion. With our external platform and professional services revenues concentrated to one customer in DISH, we are exposed to significant risk if we areunable to maintain this customer relationship or establish new relationships for any our Platforms in the future. Additionally, our revenues as a platform provider aredirectly tied to the subscriber volumes of DISH's MVNO or Mobile Network Operator ("MNO") networks, so our profitability is contingent on the ability of DISH tocontinue to add subscribers onto our platforms.
	Domain Services 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 facepricing pressure, which can adversely impact our revenues and profitability. To address these risks, we have focused on leveraging the scalability of our infrastructureand 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 withthe introduction of new gTLDs, particularly for large volume customers, such as large web hosting companies and owners of large portfolios of domain names. We havea relatively limited ability to increase the pricing of domain name registrations without negatively impacting our ability to maintain or grow our customer base. Growth inour Domain Services revenue is dependent upon our ability to continue to attract and retain customers by maintaining consistent 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 bothresellers and end-users. In addition, we also generate revenue through pay-per-click advertising and through the OpenSRS Domain Expiry Stream. The revenueassociated with names sales and advertising has recently experienced flat to declining trends due to the uncertainty around the implementation of ICANN’s New gTLDProgram, lower traffic and 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 achievedduring past periods.

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Table of Contents
	Other opportunities, challenges and risks

	As described above, the Company is entitled to a long-term payment stream that is a function of the margin generated by the transferred subscribers over the
10-year term of the DISH Purchase agreement. This consideration structure may not prove to be successful or profitable in the long-term to us if the existing subscriberbase churns at an above average rate. Additionally, given DISH controls the revenues and costs incurred associated with the acquired subscribers, there could arise asituation where profitability for the subscriber base is diminished either by lower price points or cost inflation. As part of the transactions contemplated by the DISHPurchase agreement, the Company retained a small number of customer accounts associated with one MNO agreement that was not reassigned to DISH at time of sale.We continue to be subject to the minimum revenue commitments previously agreed to with this excluded MNO agreement. The Company is able to continue addingcustomers under the excluded MNO network in order to meet the commitment. However, with no direct ability to change customer pricing or renegotiate contract costsor terms, the Company may be unable to meet the minimum commitments with this MNO partner and could incur significant and recurring penalties until such a time thatthe contract is complete. These penalties would negatively impact our operational performance and financial results if enforced by the MNO. During the three monthsended March 31, 2022, the Company has accrued for $0.3 million of penalties in connection with failing to meet the minimum commitments with the MNO partner, andexpects to continue to incur penalties through Fiscal 2022 and thereafter until the contract is complete.
	As of March 31, 2022, the Company had $207.9 million outstanding on its $240 million credit facility; the Second Amended 2019 Credit Facility (defined below)
which matures in June 2023. The agreement governing our credit facility requires that the Company comply with certain financial covenants during the term of theagreement. Any breach in our financial covenants would result in a default, which in turn could result in the acceleration of our obligations under the credit facility. A sat March 31, 2022 the Company was in compliance with all of its financial covenants under its credit facility. The Company is committed to compliance with allrestrictions and actively monitors them, with compliance governing our approach to cash flow spending and forecasting. In response to the above, and in order tocontinue the Company’s planned expansion of the Ting Internet footprint, the Company has been actively exploring additional financing alternatives. The Company maybe required to obtain additional financing, which may include either debt or equity financing, a partnership or collaboration arrangement with a third party or anamendment, replacement or refinancing its credit facility. We may not be able to secure additional financing on favorable terms, or at all, at the time when we need thatfunding, which could have a material adverse effect on the Company's prospects and results of operations in the future.

Critical Accounting Estimates

	The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and judgements that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. There have been no material changes to thecritical accounting estimates as previously disclosed in Part II, Item 7 of our 2021 Annual Report.

Current COVID-19 response and expected impacts
	The ongoing global COVID-19 pandemic continues to characterize Fiscal 2022 thus far, however the financial and operational impacts from COVID-19 on our
business have been limited. Over the last two years, we've monitored the situation and its impacts on our business but have ultimately seen trends stabilize, withcontinued recovery in U.S. markets due to large-scale vaccination programs. Management continues to assess the impact regularly but expects limited financial andoperational impact through the upcoming fiscal year, should the COVID-19 pandemic persist. While the spread of COVID-19 may eventually be contained or mitigated,there is no guarantee that a future outbreak will not occur as evidenced by numerous variants of the virus emerging. Since the onset of this pandemic in 2020, allemployees who could conceivably work from home were and continue to be encouraged to do so. Since then we have transitioned to defining ourselves as a remote-first organization, and for the small group of employees who are unable to work from home, including our order fulfillment and Fiber installation teams, many of whomwork in the field, they are encouraged to practice social distancing and to continue to follow hygiene best practices and safety protocols as outlined by the Centers forDisease Control and Prevention in connection with the COVID-19 pandemic. In 2020, the Ting Internet team established an installation solution for our employees andcustomers that minimizes risks associated with person-to-person contact and they continue to effectively deploy this installation solution currently. We have alsoimplemented a vaccination policy requiring those employees who work from a Company office, meet in person with customers or travel by plan or train for businesspurposes to be fully vaccinated.
	We have not experienced any productivity issues, material resource constraints nor do we foresee requiring any material expenditures to continue to implement
our business continuity plans described above. Likewise, we have not experienced nor do we foresee any future impacts to our liquidity position, credit risk, internalcontrols or impacts to our accounting policies as a result of the COVID-19 pandemic.

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Table of Contents RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2021 NET REVENUES
	Fiber Internet Services

	Fiber Internet Services, primarily branded as Ting Internet, Cedar, and Simply Bits includes the provision of fixed high-speed Internet access services to select
towns throughout the United States, with further expansion underway to both new and existing markets. Our primary sales channel is through the Ting website. Theprimary focus of this segment is to provide reliable Gigabit Internet services to consumer and business customers. Revenues are all generated in the U.S., have no fixedcontract terms and are provided on a monthly basis, with unlimited bandwidth based on a fixed price.
	The Company’s billing cycle for all Ting Internet customers is computed based on the customer’s activation date. Since consideration is collected before the
service period, revenue is initially deferred and recognized as the Company performs its obligation to provide Internet access within each reporting period. In addition,revenues associated with the sale of Internet hardware to subscribers are recognized when title and risk of loss is transferred to the subscriber and shipment hasoccurred. Incentive marketing credits given to customers are recorded as a reduction of revenue.
	In those cases, where payment is not received at the time of sale, revenue is not recognized until contract inception unless the collection of the related
accounts receivable is reasonably assured. The Company records costs that reflect expected refunds, rebates and credit card charge-backs as a reduction of revenues atthe time of the sale based on historical experiences and current expectations.
	Platform Services

	Platform Services

	Tucows' Platform Services include the following full-service platforms from Wavelo, including ISOS and the MONOS as well as our legacy Platypus Billing
software. Under each of these platforms there are a variety of solutions that support CSPs, including subscription and billing management, network orchestration andprovisioning, and individual developer tools. Wavelo launches as a proven asset for CSPs, with DISH using Wavelo’s MONOS software to drive additional value withinits Digital Operator Platform since early 2021. More recently, Ting Internet has also integrated Wavelo’s ISOS software to enable faster subscriber growth and footprintexpansion. Wavelo's customers are billed monthly, on a postpaid basis. The monthly fees are variable, based on the volume of their subscribers utilizing the platformduring a given month, to which minimums may apply. Customers may also be billed fixed platform fees and granted fixed credits as part of the consideration for long-termcontracts. Consideration received is allocated to platform services and professional services and recognized as each service obligation is fulfilled. Any fixed fees forPlatform Services are recognized into revenue evenly over the service period, while variable usage fees are recognized each month as they are consumed. Professionalservices revenue is recognized as the hours of professional services granted to the customer are used or expire. When consideration for these platform services isreceived before the service is delivered, the revenue is initially deferred and recognized only as the Company performs its obligation to provide services. Likewise, ifplatform services are delivered before the Company has the unconditional right to invoice the customer, revenue is recognized as a Contract Asset.
	Other Professional Services

	This revenue stream includes any other professional services earned in connection with Tucows' new Wavelo business from the provision of standalone
technology services development work. These are billed to our customers monthly at set and established rates for services provided in period. The Company recognizesrevenue over this new revenue stream as the Company satisfies its obligations to provide professional services.
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	Domain Services

	Wholesale - Domain Services

	Domain registration contracts, which can be purchased for terms of one to ten years, provide our resellers and retail registrant customers with the exclusive
right to a personalized internet address from which to build an online presence. The Company enters into domain registration contracts in connection with each new,renewed and transferred-in domain registration. At the inception of the contract, the Company charges and collects the registration fee for the entire registration period.Though fees are collected upfront, revenue from domain registrations are recognized rateably over the registration period as domain registration contracts contain a‘right to access’ license of IP, which is a distinct performance obligation measured over time. The registration period begins once the Company has confirmed that therequested domain name has been appropriately recorded in the registry under contractual performance standards.
	Historically, our wholesale 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 forwhich 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 upontheir expiration. Domain services will continue to be the largest portion of our business and will further fuel our ability to sell add-on services.
	The Company is an ICANN accredited registrar. Thus, the Company is the primary obligor with our reseller and retail registrant customers and is responsible for
the fulfillment of our registrar services to those parties. As a result, the Company reports revenue in the amount of the fees we receive directly from our reseller and retailregistrant customers. Our reseller customers maintain the primary obligor relationship with their retail customers, establish pricing and retain credit risk to thosecustomers. Accordingly, the Company does not recognize any revenue related to transactions between our reseller customers and their ultimate retail customers.
	Wholesale – Value-Added Services

	We derive revenue from domain related value-added services like digital certifications, WHOIS privacy and hosted email and by providing our resellers and
retail registrant customers with tools and additional functionality to be used in conjunction with domain registrations. All domain related value-added services areconsidered distinct performance obligations which transfer the promised service to the customer over the contracted term. Fees charged to customers for domain relatedvalue-added services are collected at the inception of the contract, and revenue is recognized on a straight-line basis over the contracted term, consistent with thesatisfaction of the performance obligations.
	We also derive revenue from other value-added services, which primarily consists of proceeds from the OpenSRS, eNom and Ascio domain expiry streams. Retail

	We derive revenues mainly from Hover and eNom’s retail properties through the sale of retail domain name registration and email services to individuals and
small businesses. The retail segment also includes the sale of the rights to its portfolio of surname domains used in connection with our Realnames email service andLinux hosting services for websites through our Exact Hosting brand.
	Corporate - Mobile Services and Eliminations

	Although we still provide mobile telephony services to a small subset of customers retained through the Ting Mobile brand as part of the DISH Purchase
Agreement executed in Fiscal 2020; this revenue stream no longer represents the Company's strategic focus going forward. Instead we have transitioned towards beinga Platform Services provider for CSPs globally. Where these retail mobile services revenues were previously disclosed as part of a Mobile Services segment in the prioryear, effective January 1, 2022 we have decided to exclude retail telephony services and transition services revenues from segment EBITDA results as they are no longercentrally managed and not monitored by or reported to our CEO by segment.
	Ting Mobile wireless usage contracts grant customers access to standard talk, text and data mobile services. Ting Mobile contracts are billed based on the
customer's selected rate plan, which can either be usage based or an unlimited plan. All rate plan options are charged to customers on a postpaid, monthly basis at theend of their billing cycle. All future revenues associated with Retail Mobile Services stream will only be for this subset of customers retained by the Company, asmentioned above. Ting Mobile services are primarily contracted through the Ting website, for one month at a time and contain no commitment to renew the contractfollowing each customer's monthly billing cycle. The Company's billing cycle for all Ting Mobile customers is computed based on the customer's activation date. Inorder to recognize revenue as the Company satisfies its obligations, we compute the amount of revenues earned but not billed from the end of each billing cycle to theend of each reporting period. In addition, revenues associated with the sale of wireless devices and accessories are recognized when title and risk of loss is transferredto the customer and shipment has occurred. Incentive marketing credits given to customers are recorded as a reduction of revenue.
	These Mobile Services revenue streams also includes transitional services provided to DISH. These are billed monthly at set and established rates for services
provided in period and include the provision of sales, marketing, customer support, order fulfillment, and data analytics related to the legacy customer base sold toDISH. The Company recognizes revenue as the Company satisfies its obligations to provide professional services. The Company expects transitional services revenuesto continue to decrease through the remainder of Fiscal 2022 and thereafter as services are established directly by DISH.
	As a form of consideration for the sale of the customer relationships, the Company receives a payout on the margin associated with the legacy customer base
sold to DISH, over a period of 10 years. This has been classified as Other Income and not considered revenue in the current period.

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	The following table presents our net revenues, by revenue source (Dollar amounts in thousands of U.S. dollars):

(Dollar amounts in thousands of U.S. dollars)				For the Three Months Ended March 31,
					2022		2021

Fiber Internet Services:
Fiber Internet Services			$			9,788 $	5,082

Platform Services:
Platform Services						6,097	638
Other Professional Services						750	-
	Total Platform Services					6,847	638

Domain Services:
Wholesale
Domain Services						46,836	46,991
Value Added Services						5,649	5,080
	Total Wholesale					52,485	52,071

Retail						9,061	9,154
Total Domain Services						61,546	61,225

Corporate:
Mobile services and eliminations						2,918	3,930

			$			81,099 $	70,875
Increase over prior period			$			10,224
Increase - percentage						14%

	The following table presents our revenues, by revenue source, as a percentage of total revenues (Dollar amounts in thousands of U.S. dollars):

(Dollar amounts in thousands of U.S. dollars)				For the Three Months Ended March 31,
					2022		2021

Fiber Internet Services:
Fiber Internet Services						12%	7%

Platform Services:
Platform Services						8%	1%
Other Professional Services						1%	0%
Total Platform Services						9%	1%

Domain Services:
Wholesale
Domain Services						57%	66%
Value Added Services						7%	7%
	Total Wholesale					64%	73%

Retail						11%	13%
Total Domain Services						75%	86%

Corporate:
Mobile services and eliminations						4%	6%

						100%	100%

	Total net revenues for the three months ended March 31, 2022 increased by $10.2 million, or 14%, to $81.1 million from $70.9 million when compared to the three
months ended March 31, 2021. The three-month increase in revenue was driven by Platform Services, as a result of increased MONOS platform revenues (both fixed andvariable) fees earned from the migration of additional subscribers onto our new platform. Platform Services accounted for a $6.2 million increase to total revenues in thecurrent period. This increase was furthered by Fiber Internet Services which had a revenue increase of $4.7 million in the current period from the attraction of additionalcustomers to Ting Internet from the continued buildout of our Fiber network footprint across the United States. Additionally, Domain Services had a smaller revenueincrease of $0.3 million, a result of increased expiry auction revenues and more broadly from the continued normalization of domain name registration growth andrenewal rates from those observed as a result of the COVID-19 pandemic in prior years. The increases each of our segments experienced were partially offset by reducedrevenues attributable to the Mobile Services provided to a small subset of customers retained as part of the DISH Purchase Agreement.

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	Deferred revenue at March 31, 2022 increased by $4.4 million to $152.2 million from $147.8 million at December 31, 2021. This increase was primarily driven by
Domain Services, accounting for $4.2 million of the increase which is due to the increase in current period billings for domain name registrations and service renewals.Smaller increases followed from Platform Services and Fiber Internet Services at $0.1 million and $0.1 million, respectively. The deferred revenue associated with PlatformServices is specifically related to increased Other Professional Services revenues for standalone technology services development work with DISH, which we defer untilsuch time as that work is complete and we've satisfied our obligations to provide the professional services. The increase related to Fiber Internet Services is reflective ofthe continued growth in customer base and billings of that segment relative to December 31, 2021.
	No customer accounted for more than 10% of total revenue during the three months ended March 31, 2022 or the three months ended March 31, 2021. DISH
accounted for 46% of total accounts receivable as at March 31, 2022 and 46% of total accounts receivable as at December 31, 2021. Though a significant portion of theCompany’s domain services revenues are prepaid by our customers, where the Company does collect receivables, significant management judgment is required at thetime revenue is recorded to assess whether the collection of the resulting receivables is reasonably assured. On an ongoing basis, we assess the ability of ourcustomers 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.
	Fiber Internet Services

	Revenues from Ting Internet and billing solutions generated $9.8 million in revenue during the three months ended March 31, 2022, up $4.7 million or 92%
compared to the three months ended March 31, 2021. This growth is driven by subscriber growth across our Fiber network relative to the three months ended March 31,2021, as well as the continued expansion of our Ting Internet footprint to new Ting towns throughout the United States. Included in this current period increase is $2.3million of revenues attributed to the prior period acquisition of Simply Bits, which closed in the fourth quarter of Fiscal 2021.
	As of March 31, 2022, Ting Internet had access to 81,000 owned infrastructure serviceable addresses, 17,000 partner infrastructure serviceable addresses and
28,000 active subscribers under its management; compared to having access to 59,000 owned infrastructure serviceable addresses, 12,000 partner infrastructureserviceable addresses and 17,000 active subscribers under its management as of March 31, 2021. These figures include the increase in serviceable addressesand subscribers attributable to the acquisition of Cedar in January 2020, but exclude those of Simply Bits.
	Platform Services Platform Services

	Net revenues from Platform Services for the three months ended March 31, 2022 increased by $5.5 million to $6.1 million as compared to the three months ended
March 31, 2021. This is driven from increased MONOS platform revenues (both fixed and variable) fees earned from the migration of additional DISH subscribers, fromtheir Boost Mobile brand onto our new platform. Our full-service platforms support CSPs with subscription and billing management, network orchestration andprovisioning, and individual developer tools. Wavelo launched as a proven asset for CSPs, with DISH using Wavelo’s MONOS software to drive additional value withinits Digital Operator Platform since early 2021. More recently, Ting Internet has also integrated Wavelo’s ISOS software to enable faster subscriber growth and footprintexpansion. Any intercompany ISOS revenues earned from Ting Internet are eliminated upon consolidation.
	Other Professional Services

	Net revenues from Other Professional Services for the three months ended March 31, 2022 increased to $0.8 million. This increase was the result of completion
of select standalone technology services development work in the current period, where three months ended March 31, 2021 did not have any revenues fromcomparable services.
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	Domain Services

	Wholesale - Domain Services

	During the three months ended March 31, 2022, Wholesale domain services revenue decreased by $0.2 million to $46.8 million, when compared to the three
months ended March 31, 2021. Decreases from Wholesale domain registrations were driven from the continued normalization of domain name registration growth andrenewal rates from those observed as a result of the COVID-19 pandemic in prior years.
	Total domains that were managed under the OpenSRS, eNom, EPAG, and Ascio domain services decreased by 0.8 million domain names to 25.0 million as of
March 31, 2022, when compared to 25.8 million at March 31, 2021. The decrease in domains under management came largely from eNom and the European brands, Ascioand EPAG.
	Wholesale - Value Added Services

	During the three months ended March 31, 2022, value-added services revenue increased by $0.5 million to $5.6 million compared to the three months ended
March 31, 2021. The increase was primarily driven by increased expiry revenue of $0.7 million from the OpenSRS, eNom, Ascio brands and their respective domain expirystreams, and was partially offset by other small decreases in Digital Certificates, Email and Other revenues of $0.2 million.
	Retail

	During the three months ended March 31, 2022, retail domain services revenue decreased by $0.1 million or 1% to $9.1 million compared to the three months
ended March 31, 2021. This was driven by decreased revenues related to retail domain name registrations of $0.4 million and partially offset by a one-time outsizeddomain name portfolio sales of $0.2 million and a small increase in Exact Hosting revenues of less than $0.1 million.

	Corporate - Mobile Services and Eliminations

	Net revenues from Retail Mobile Services for the three months ended March 31, 2022 decreased by $1.0 million or 26% to $2.9 million as compared to the three
months ended March 31, 2021. This decrease was driven by decreased transitional services of $1.2 million, notably from a decreased level of customer supportservices provided to DISH in connection with the legacy Ting Mobile customer base. The Company expects transitional services revenues to continue to decreasethrough the remainder of Fiscal 2022 and thereafter as services are established directly by DISH. This decrease was partially offset by an increase in revenues of $0.4million associated with the mobile telephony services and device revenues associated with the small group of customers retained by the Company as part of the DISHPurchase Agreement. Revenues increased as a result of the organic growth we experienced through Fiscal 2021, brought about by new unlimited usage rateplans introduced in late Fiscal 2020. Additionally, corporate eliminations increased as a result of the revenues associated with ISOS platform billing between Wavelo andTing Internet, which began in Fiscal 2022. COST OF REVENUES
	Fiber Internet Services

	Cost of revenues primarily includes the costs for provisioning high speed Internet access, which is comprised of network access fees paid to third-parties to
use their network, leased circuit costs to directly support enterprise customers, the personnel and related expenses (net of capitalization) related to the physicalplanning, design, construction and build out of the physical Fiber network and as well as personnel and related expenses (net of capitalization) related to the installation,repair, maintenance and overall field service delivery of the Fiber business. Hardware costs include the cost of equipment sold to end customers, including routers,ONTs, and IPTV products, and any inventory adjustments on this inventory. Other costs include field vehicle expenses, and small sundry equipment and suppliesconsumed in building the Fiber network.
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	Platform Services

	Platform Services

	Cost of revenues, if any, to provide the MONOS, ISOS and Platypus Billing software services including network access, provisioning and billing services for
CSPs. This includes the amortization of any capitalized contract fulfillment costs over the period consistent with the pattern of transferring network access, provisioningand billing services to which the cost relates. Additionally, this includes any fees paid to third-party service providers primarily for printing services in connection withthe Platypus Billing system.
	Other Professional Services

	Cost of revenues to provide standalone technology services development work to our CSP customers to help support their businesses. This includes any
personnel and contractor fees for any client service resources retained by the Company. Only a subset of the Company's employee base provides professional servicesto our customers. This cost reflects that group of resources.
	Domain Services

	Wholesale - Domain Services

	Cost of revenues for domain registrations represents the amortization of registry and accreditation fees on a basis consistent with the recognition of revenues
from our customers, namely rateably over the term of provision of the service. Registry fees, the primary component of cost of revenues, are paid in full when the domainis registered, and are initially recorded as prepaid domain registry fees. This accounting treatment reasonably approximates a recognition pattern that corresponds withthe provision of the services during the period. Market development funds that do not represent a payment for distinct goods or services provided by the Company,and thus do not meet the criteria for revenue recognition under ASU 2014-09, are reflected as cost of goods sold and are recognized as earned.
	Wholesale - Value-Added Services

	Costs of revenues for value-added services include licensing and royalty costs related to the provisioning of certain components of related to hosted email and
fees paid to third-party hosting services. Fees payable for trust certificates are amortized on a basis consistent with the provision of service, generally one year, whileemail 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 sites, Hover.com and the eNom branded sites, include the
amortization of registry fees on a basis consistent with the recognition of revenues from our customers, namely rateably 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 and areexpensed rateably over the renewal term. Costs of revenues for our surname portfolio represent the amortization of registry fees for domains added to our portfolio overthe 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 fromour assessment of our domain name intangible assets.
	Corporate - Mobile Services and Eliminations

	Cost of revenues for Retail Mobile Services includes the costs of provisioning mobile services, which is primarily our customers' voice, messaging, data usage
provided by our MNO partner, and the costs of providing mobile phone hardware, which is the cost of mobile phone devices and SIM cards sold to our customers,order fulfillment related expenses, and inventory write-downs. Included in the costs of provisioning mobile services is any penalties associated with the minimumcommitments with our MNO partner.
	Network expenses Network expenses include personnel and related expenses related to the network operations, IT infrastructure and supply chain teams that support our various
business segments. It also includes network depreciation and amortization, communication and productivity tool costs, and equipment maintenance costs.Communication and productivity tool costs includes collaboration, customer support, bandwidth, co-location and provisioning costs we incur to support the supply ofall our services.

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

			Three Months Ended March 31,
			2022		2021

Fiber Internet Services:
Fiber Internet Services		$		4,038 $	2,609

Platform Services:
Platform Services				185	85
Other Professional Services				776	-
	Total Platform Services			961	85

Domain Services:
Wholesale
Domain Services				36,397	35,773
Value Added Services				656	599
	Total Wholesale			37,053	36,372

Retail				4,759	4,401
Total Domain Services				41,812	40,773

Corporate:
Mobile services and eliminations				2,610	2,720

Network Expenses:
Network, other costs				4,180	3,238
Network, depreciation of property and equipment				5,895	3,638
Network, amortization of intangible assets				378	299
Network, impairment of property and equipment				27	60
Total Network Expenses				10,480	7,235

		$		59,901 $	53,422

	The following table presents our cost of revenues, as a percentage of total cost of revenues for the periods presented:

			For the Three Months Ended March 31,
			2022		2021

Fiber Internet Services:
Fiber Internet Services				7%	5%


Platform Services:
Platform Services				0%	0%
Other Professional Services				1%	0%
	Total Platform Services			1%	0%

Domain Services:
Wholesale
Domain Services				61%	68%
Value Added Services				1%	1%
	Total Wholesale			62%	69%

Retail				8%	8%
Total Domain Services				70%	77%

Corporate:
	Mobile services and eliminations			4%	5%

Network Expenses:
Network, other costs				7%	6%
Network, depreciation of property and equipment				10%	7%
Network, amortization of intangible assets				1%	0%
Network, impairment of property and equipment				0%	0%
				18%	13%

				100%	100%

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	Total cost of revenues for the three months ended March 31, 2022, increased by $6.5 million, or 12%, to $59.9 million from $53.4 million in the three months
ended March 31, 2021. The three-month increase in cost of revenues was driven by a $3.2 million increase in Network Expenses. The increase from Network Expenses isa result of the expansion of the Company’s increased network infrastructure associated with the continuing expansion of the Ting Internet network footprint and anincrease in communication and productivity tool costs across our operating segments. Another contributing factor was a $1.4 million increase from the Fiber InternetServices segment. As discussed above in the Net Revenues section, our Fiber Internet Services segment has continued to add both serviceable addresses and activesubscriptions relative to the three months ended March 31, 2021. Additionally, we experienced a $1.0 million increase from Domain Services, a $0.9 million increase fromPlatform Services, partially offset by $0.1 million decrease related to Mobile Services and eliminations. The increase in Domain Services was a result of prior periodincluding significant registry rebates earned from the strong performance and additions to domains under management as a result of the COVID-19 pandemic duringFiscal 2020. The increase in Platform Services costs were driven by the completion of select standalone technology services development work for DISH in the currentperiod.
	Deferred costs of fulfillment as of March 31, 2022 increased by $2.0 million, or 2%, to $114.7 million from $112.7 million at December 31, 2021. This increase was
primarily driven by Domain Services, accounting for $3.0 million of the increase which is due to the increase in current period deferred costs for domain nameregistrations and service renewals. This was partially offset by a decrease from Platform Services of $1.1 million. The deferred costs of fulfillment associated withPlatform Services is specifically related to the completion of Other Professional Services discussed above for standalone technology services development work withDISH. As these professional services were completed, the deferred costs to fulfill those services were amortized into costs of revenues.
	Fiber Internet Services

	During the three months ended March 31, 2022, costs related to provisioning high speed Internet access and billing solutions increased $1.4 million or 54%,
to $4.0 million as compared to $2.6 million during three months ended March 31, 2021. The increase in costs were primarily driven by increased direct costs, bandwidthand colocation costs related to the continued expansion of the Ting Fiber network. Although directionally aligned with the experienced growth in revenue over the sameperiod, the outpaced increase in cost of revenues for Fiber Internet services is a result of the necessary upfront investment and expenditure needed to build out thenetwork in advance of anticipated revenue growth in any particular location.
	Platform Services

	Platform Services Cost of revenues from Platform Services for the three months ended March 31, 2022 increased to $0.2 million as compared to $0.1 million for the three months
ended March 31, 2021. Costs incurred are driven by the amortization of previously capitalized costs incurred to fulfill the DISH Master Services Agreement ("MSA")over the term of the agreement. The continued incurrence of additional costs to fulfill the contract have resulted in increased amortization in the current period relative tothe fixed term of the agreement.
	Other Professional Services Cost of revenues from Other Professional Services for the three months ended March 31, 2022 decreased to $0.8 million as compared to the three months ended
March 31, 2021. Costs incurred represent the personnel and related expenses of employees and contractors providing professional services to DISH. The increase inPlatform Services costs relative to the prior period was a result of the completion of select standalone technology services development work for DISH in the currentperiod. No comparable costs were incurred in the prior period.
	Domain Services

	Wholesale - Domain Services

	Costs for Wholesale domain services for the three months ended March 31, 2022 increased by $0.6 million to $36.4 million, when compared to the three months
ended March 31, 2021. The increase in Domain Services cost of revenues was a result of the prior period including significant registry rebates earned from the strongperformance and additions to domains under management as a result of the COVID-19 pandemic during Fiscal 2020. The current period saw continued normalization ofdomain name registration and renewal rates from the rates experienced at the beginning of the pandemic. As a result, no comparable material rebates were earned fromregistries in the current period.
	Wholesale - Value-Added Services

	Costs for wholesale value-added services for the three months ended March 31, 2022 increased by less than $0.1 million to $0.7 million, when compared to the
three months ended March 31, 2021. This was driven by increases in Digital Certificates and expiry stream costs of less than $0.1 million during the three months endedMarch 31, 2021, offset by a small decrease in email services costs.
	Retail

	Costs for retail domain services for the three months ended March 31, 2022 increased by $0.4 million to $4.8 million, when compared to the three months ended
March 31, 2021. This was driven by increased costs related to retail domain name registrations.

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	Corporate - Mobile Services and Eliminations
	Cost of revenues from Retail Mobile Services for the three months ended March 31, 2022 decreased by $0.1 million or 4%, to $2.6 million from $2.7 million in
the three months ended March 31, 2021. Consistent with the above discussion around net revenues, this was a driven by decreased transitional services costs of $1.1million, notably from a decreased level of customer support services provided to DISH in connection with the legacy Ting Mobile customer base. The Company expectstransitional services costs of revenues to continue to decrease through the remainder of Fiscal 2022 and thereafter as services are established directly by DISH. Thisdecrease was partially offset by an increase in costs of revenues of $1.0 million associated with the mobile telephony services and device costs associated with the smallgroup of customers retained by the Company as part of the DISH Purchase Agreement. Costs of revenues increased as a result of the organic growth of the customerbase we experienced through Fiscal 2021, brought about by new unlimited usage rate plans introduced in late Fiscal 2020. Additionally, during the three monthsended March 31, 2022, the Company accrued for $0.3 million of penalties in connection with failing to meet the minimum commitments with the MNO partner, and expectsto continue to incur penalties through Fiscal 2022 and thereafter until the contract is complete.
	Network Expenses
	Network costs for the three months ended March 31, 2022 increased by $3.3 million to $10.5 million when compared to the three months ended March 31, 2021.
The three-month increase was driven by increased depreciation and amortization of $2.3 million as a result of the Company's increased network infrastructure associatedwith the continuing expansion of the Ting Fiber footprint, followed by increased network costs of $0.9 million from Fiber Internet Services and Platform Servicessegments, as well as a small decrease in impairment of property plant and equipment of less than $0.1 million. 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 expenses include customer acquisition costs, advertising and other promotionalcosts.
	(Dollar amounts in thousands of U.S. dollars)
			For the Three Months Ended March 31,
				2022		2021
	Sales and marketing	$			11,987 $	8,311
	Increase over prior period	$			3,676
	Increase - percentage				44%
	Percentage of net revenues				15%	12%

	Sales and marketing expenses for the three months ended March 31, 2022 increased by $3.7 million, or 44%, to $12.0 million as compared to the three months
ended March 31, 2021. This three-month increase primarily related to increased marketing related costs to drive active subscription growth given the increase inserviceable addresses available to our Fiber Internet Services segment. In addition to the increased spending on marketing related costs, both personnel and facilitycosts for our Ting Internet teams increased to support the expansion of our Ting Fiber internet footprint and workforce in select Ting towns across the United States.Another contributor to the increase in the current period was the investment in hiring additional personnel for Wavelo's product, customer success and support teamsto support the launch of that business and it's go to market strategy.

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 oftechnology that we use to register domain names, Platform Services, Fiber Internet Services, email, retail, domain portfolio and other Internet services, as well as todistribute our digital content services. All technical operations and development costs are expensed as incurred.

	(Dollar amounts in thousands of U.S. dollars)		For the Three Months Ended March 31,
				2022		2021
	Technical operations and development	$			3,765 $	3,132
	Increase over prior period	$			633
	Increase - percentage				20%
	Percentage of net revenues				5%	4%

	Technical operations and development expenses for the three months ended March 31, 2022 increased by $0.6 million, or 20%, to $3.8 million when compared to
the three months ended March 31, 2021. The increase in costs relates primarily to increased spending on both personnel costs and external contractors to providedevelopment resources to assist our internal shared services and engineering teams with development aspects of the MONOS and ISOS platforms. 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.
	(Dollar amounts in thousands of U.S. dollars)		For the Three Months Ended March 31,
				2022		2021
	General and administrative	$			7,296 $	4,953
	Increase over prior period	$			2,343
	Increase - percentage				47%
	Percentage of net revenues				9%	7%

	General and administrative expenses for the three months ended March 31, 2022 increased by $2.3 million, or 47% to $7.3 million as compared to the three
months ended March 31, 2021. The increase was primarily driven by an increase in personnel costs driven by the growth of teams acquired as part of the Simply Bitsacquisition. Another driver of the increase was the higher stock-based compensation expenses in order to attract, retain and scale core administrative teams to meetprojected Company growth. Smaller contributors to the increase include professional fees and other miscellaneous expenses such as business taxes.

							36

Table of Contents DEPRECIATION OF PROPERTY AND EQUIPMENT

		(Dollar amounts in thousands of U.S. dollars)		For the Three Months Ended March 31,
					2022		2021
		Depreciation of property and equipment	$			148 $	121
		Increase over prior period	$			27
		Increase - percentage				22%
		Percentage of net revenues				0%	0%

		Depreciation costs remained flat for the three months ended March 31, 2022 at $0.1 million when compared to the three months ended March 31, 2021.
AMORTIZATION OF INTANGIBLE ASSETS

		(Dollar amounts in thousands of U.S. dollars)		For the Three Months Ended March 31,
					2022		2021
		Amortization of intangible assets	$			2,465 $	2,320
		Increase over prior period	$			145
		Increase - percentage				6%
		Percentage of net revenues				3%	3%

		Amortization of intangible assets for the three months ended March 31, 2022 increased by $0.1 million to $2.5 million as compared to the three months ended
March 31, 2021. This increase was a result of the acquisition of Uniregistry assets in the fourth quarter of Fiscal 2021.

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 neutralizesome of the impact of foreign currency exchange movements. Accordingly, we enter into foreign exchange contracts to mitigate the exchange rate risk on portions of ourCanadian dollar exposure.

		(Dollar amounts in thousands of U.S. dollars)		For the Three Months Ended March 31,
					2022		2021
		Loss (gain) on currency forward contracts	$			- $	(253)
		Increase over prior period	$			253
		Increase - percentage				100%
		Percentage of net revenues				0%	0%

		The Company recorded a net gain of nil on the change in fair value of outstanding contracts as well as realized on matured contracts during the three months
ended March 31, 2022, compared to a net gain of $0.3 million during the three months ended March 31, 2021.
		At March 31, 2022, our balance sheet reflects a derivative instrument asset of $1.8 million and a liability of nil as a result of our existing foreign exchange
contracts. Until their respective maturity dates, these contracts will fluctuate in value in line with movements in the Canadian dollar relative to the U.S. dollar. OTHER INCOME (EXPENSES)

		(Dollar amounts in thousands of U.S. dollars)		For the Three Months Ended March 31,
					2022		2021
		Other income (expense), net	$			2,906 $	4,363
		Increase over prior period	$					(1,457)
		Increase - percentage				(33)%
		Percentage of net revenues				4%	6%

		Other Income during the three months ended March 31, 2022 decreased by $1.5 million when compared to the three months ended March 31, 2021. This was
partly due to higher interest incurred on our Second Amended 2019 Credit Facility (as defined below) with the majority of the borrowings used to support the currentbuild-out of the Ting Internet fiber network, and previous loan balance obtained to fund the acquisition of eNom, Ascio, Cedar and Simply Bits. In addition to higherinterest, the Company experienced a $0.6 million decrease in the gain on sale of Ting Customer Assets to DISH in the current period. As described above, the Companyreceives a payout on the margin associated with the legacy customer base sold to DISH over the 10-year term of the agreement, as form of consideration for the sale ofthe legacy customer relationships. The Company expects the gain on the sale of Ting Customer Assets to continue to decrease over the term of the payout as legacycustomers naturally churn away from Ting Mobile.
	37

Table of Contents INCOME TAXES
	(Dollar amounts in thousands of U.S. dollars)		For the Three Months Ended March 31,
				2022		2021
	Provision for income taxes	$			1,078 $	1,083
	Decrease in provision over prior period	$			(5)
	Decrease - percentage				(0)%
	Effective tax rate				(56)%	34%
	Income tax expense remain consistent for the three months ended March 31, 2022 at $1.1 million when compared to the three months ended March 31, 2021. The
change in effective tax rate is primarily due to a change in the geographical mix of income as we continue our expansion to Ting Internet in the U.S. and current tax onforeign earnings.

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. Sinceadjusted EBITDA is a non-GAAP financial performance measure, our calculation of adjusted EBITDA may not be comparable to other similarly titled measures of othercompanies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP. Becauseadjusted EBITDA is calculated before recurring cash charges, including interest expense and taxes, and is not adjusted for capital expenditures or other recurring cashrequirements of the business, it should not be considered as a liquidity measure. See the Consolidated Statements of Cash Flows included in the attached financialstatements. Non-GAAP financial measures do not reflect a comprehensive system of accounting and may differ from non-GAAP financial measures with the same orsimilar 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 providingthe relevant disclosure of the items excluded in the calculation of adjusted EBITDA to net income based on GAAP, which should be considered when evaluating theCompany'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 (net), accretion of contingent
consideration, stock-based compensation, asset impairment, gains and losses from unrealized foreign currency transactions and costs that are one-time in nature andnot indicative of on-going performance (profitability), including acquisition and transition costs. Gains and losses from unrealized foreign currency transactionsremoves the unrealized effect of the change in the mark-to-market values on outstanding foreign currency contracts not designated in accounting hedges, as well as theunrealized effect from the translation of monetary accounts denominated in non-U.S. dollars to U.S. dollars.
	The following table reconciles adjusted EBITDA to net income: Reconciliation of Adjusted EBITDA to Income before Provision for Income Taxes
					Three Months Ended March 31,
	(In Thousands of US Dollars)				2022		2021
	(unaudited)				(unaudited)		(unaudited)

	Adjusted EBITDA			$	11,311 $	12,724
	Depreciation of property and equipment				6,043	3,759
	Impairment and loss on disposition of property and equipment					412	60
	Amortization of intangible assets				2,843	2,619
	Interest expense, net				1,796	936
	Accretion of contingent consideration					98	96
	Stock-based compensation				1,391	1,022
	Unrealized loss (gain) on change in fair value of forward contracts					-	166
	Unrealized loss (gain) on foreign exchange revaluation of foreign denominated monetary assets and liabilities					53	67
	Acquisition and other costs1					617	767

	Income before provision for income taxes			$	(1,942) $	3,232

1Acquisition and other costs represent transaction-related expenses, transitional expenses, such as redundant post-acquisition expenses, primarily related toour acquisitions, including Simply Bits in November 2021. Expenses include severance or transitional costs associated with department, operational or overallcompany restructuring efforts, including geographic alignments

	Adjusted EBITDA decreased by $1.4 million to $11.3 million for the three months ended March 31, 2022 when compared to the three months ended March 31,
2021. The decrease in adjusted EBITDA from period-to-period was primarily driven by decreased contribution from Domain Services as we experience the continuednormalization of domain registrations and renewal rates relative to growth experienced over the last fiscal years from the COVID-19 pandemic. In addition, adjustedEBITDA decreased due to the increased investment in our Fiber Internet segment for the ramp of expenditures related to the Fiber network build and expansion plan.These decreases were partially offset by increased contribution from Platform Services due to increased revenue growth in MONOS platform fees as additional DISHcustomers migrate to the platform.
								38

Table of Contents 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 begun applying hedge
accounting for the majority of the contracts we need to meet our Canadian dollar requirements on a prospective basis.
	The following table presents other comprehensive income for the periods presented: (Dollar amounts in thousands of U.S. dollars)
			For the Three Months Ended March 31,
				2022		2021
	Other comprehensive income (loss)	$			1,034 $	(466)
	Increase over prior period	$			1,500
	Increase - percentage				(322)%
	Percentage of net revenues				1%	(1)%

	The impact of the fair value adjustments on outstanding hedged contracts for the three months ended March 31, 2022 was a gain in OCI before reclassifications
of $1.0 million as compared to a gain in OCI of $0.4 million before reclassifications for the three months ended March 31, 2021.

	The net amount reclassified to earnings during the three months ended March 31, 2022 was a gain of less than $0.1 million compared to a loss of $0.8
million during the three months ended March 31, 2021. LIQUIDITY AND CAPITAL RESOURCES
	As of March 31, 2022, our cash and cash equivalents balance decreased by $2.9 million when compared to December 31, 2021. Our principal uses of cash were
$23.0 million for the continued investment in property and equipment driven by Ting Internet expansion, $2.0 million related to the contingent consideration related tothe acquisition of Cedar, $0.2 million related to the payment of loan payable costs, and $0.1 million related to the acquisition of intangible assets. These uses of cashwere partially offset by $16.5 million proceeds received from the drawdown of the Second Amended 2019 Credit Facility, $5.4 million from cash provided from operatingactivities and $0.5 million from the proceeds received on the exercise of stock options.
Amended 2019 Credit Facility
	On June 14, 2019, the Company and its wholly-owned subsidiaries, Tucows.com Co., Ting Fiber, Inc., Ting Inc., Tucows (Delaware) Inc. and Tucows (Emerald),
LLC, entered into an Amended and Restated Senior Secured Credit Agreement with RBC, as administrative agent, and lenders party thereto (collectively with RBC, the“Lenders”) under which the Company has access to an aggregate of up to $240 million in funds, which consists of $180 million guaranteed credit facility and a $60million accordion facility. On November 27, 2019, the Company entered into Amending Agreement No. 1 to the Amended and Restated Senior Secured Credit Agreement(collectively with the Amended and Restated Senior Secured Credit Agreement, the “Amended 2019 Credit Facility”) to amend certain defined terms in connection withthe Cedar acquisition.
	The Amended 2019 Credit Facility replaced a secured Credit Agreement dated January 20, 2017 with Bank of Montreal, RBC and Bank of Nova Scotia.

	The obligations of the Company under the Amended 2019 Credit Agreement are secured by a first priority lien on substantially all of the personal property and
assets of the Company and has a four-year term, maturing on June 13, 2023.

Second Amended 2019 Credit Facility
	On October 26, 2021, the Company entered into a Second Amended and Restated Senior Secured Credit Agreement (the “Second Amended 2019 Credit
Agreement”) with the Lenders and Toronto-Dominion Bank (collectively the “New Lenders”) to, among other things, increase the existing revolving credit facility from$180 million to $240 million. The Second Amended Credit Agreement provides the Company with access to an aggregate of $240 million in committed funds. Under theSecond Amended Credit Agreement, the Company has agreed to comply with the following financial covenants at all times, which are to be calculated on a rolling fourquarter basis: (i) maximum Total Funded Debt to Adjusted EBITDA Ratio of 4.50:1.00 until March 31, 2023 and 4.00:1.00 thereafter; and (ii) minimum Interest CoverageRatio of 3.00:1.00. The Second Amended Credit Agreement also provides for two additional interest rate tiers if the Company exceeds a 3.50x Total Funded Debt toAdjusted EBITDA Ratio.

Cash Flow from Operating Activities
	Net cash inflows from operating activities during the three months ended March 31, 2022 totaled $5.4 million, a decrease of 62% when compared to the three
months ended March 31, 2021.
	Net income, after adjusting for non-cash charges, during the three months ended March 31, 2022 was $6.6 million, a decrease of 31% when compared to the
prior year. Net income included non-cash charges and recoveries of $9.6 million such as depreciation, amortization, stock-based compensation, loss (gain) on change infair value of currency forward contracts, net right of use operating asset or liability, accretion of contingent consideration, amortization of debt discount and issuancecosts, impairment of property and equipment, loss on disposal of domain names, net amortization of contract costs, excess tax benefits on stock-based compensation,and deferred income taxes (recovery). In addition, changes in our working capital used net cash of $1.2 million. Utilized cash of $9.4 million from the changes in contractassets, prepaid expenses and deposits, deferred costs of fulfillment, accounts receivable, customer deposits, inventory, and accreditation fees payable were offset bypositive contributions of $8.2 million from movements in deferred revenue, accounts payable and accrued liabilities, as well as income taxes recoverable.
							39

Table of Contents Cash Flow from Financing Activities
	Net cash inflows from financing activities during the three months ended March 31, 2022 totaled $14.8 million, an increase of 100% when compared to the three
months ended March 31, 2021. Total cash inflows were driven by $16.5 million of proceeds received from drawdown of the Credit Facility, as well as $0.5 million fromproceeds received on exercise of stock options. These cash inflows were partially offset by $2.0 million related to the contingent consideration related to the acquisitionof Cedar as well as $0.2 million related to the payment of loan payable costs.

Cash Flow from Investing Activities
	Investing activities during the three months ended March 31, 2022 used net cash of $23.1 million, an increase of 64% when compared to the three months ended
March 31, 2021. Cash outflows of $23.0 million related to the investment in property and equipment, primarily to support the continued expansion of our Ting InternetFiber network footprints in California, Colorado, Idaho, North Carolina and Virginia as we seek to extend both our current network and expand to new markets. We expectour capital expenditures on building and expanding our fiber network to continue to increase during Fiscal 2022. In addition to investment in property and equipment,the current period used $0.1 million for the acquisition of other intangible assets.

Material Cash Requirements
	In response to the significant operating and financial restrictions placed upon us under the Second Amended 2019 Credit Agreement, and in order to continue
the Company’s planned expansion of the Ting Internet footprint, the Company has been actively exploring additional financing alternatives. The Company may berequired to obtain additional financing, which may include an equity or debt issuance, a partnership or collaboration arrangement with a third party or an amendment,replacement or refinancing of its credit facility. We may not be able to secure additional financing on favorable terms, or at all, at the time when we need that funding.Failure to secure additional funding and expand our Ting Internet Fiber network footprint would have a material adverse effect on the Company's prospects and resultsof operations in the future. We currently have no commitments or agreements regarding the acquisition of other businesses. Any additional financing may be dilutive toexisting investors.
	In our 2021 Annual Report, we disclosed our material cash requirements. As of March 31, 2022, other than the items mentioned above, there have been no other
material changes to our material cash requirements outside the ordinary course of business.

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 economicconditions 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 ourinvestments 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 asof March 31, 2022.
	We are also subject to market risk exposure related to changes in interest rates under our Second Amended 2019 Credit Facility. In an effort to mitigate a portion
of our market risk exposure the Company has entered into a pay-fixed, receive-variable interest rate swap with a Canadian chartered bank to limit the potential interestrate fluctuations incurred on its future cash flows related to variable interest payments on the Second Amended 2019 Credit facility. The notional value of the swapat March 31, 2022 is $70 million, consistent with December 31, 2021.

	Changes in interest rates will impact our borrowing cost. However, fluctuations in interest rates are beyond our control. We have entered into an interest rate
swap as discussed above to mitigate risk on portions of our interest rate exposure. We will continue to monitor and assess the risks associated with interest expenseexposure 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 foreigncurrency exchange movements. Exchange rates are, however, subject to significant and rapid fluctuations, and therefore we cannot predict the prospective impact ofexchange rate fluctuations on our business, results of operations and financial condition. Accordingly, we have entered into foreign exchange forward contracts tomitigate the exchange rate risk on portions of our Canadian dollar exposure.
	As of March 31, 2022, we had the following outstanding foreign exchange forward contracts to trade U.S. dollars in exchange for Canada dollars:

				Weighted average
		Notional amount of		exchange rate of U.S.			Fair value
	Maturity date (Dollar amounts in thousands of U.S. dollars)		U.S. dollars		dollars		Asset / (Liability)

	April - June 2022			6,453		1.2801		163
	July - September 2022			3,779		1.2801		95
	October - December 2022			3,476		1.2801		86
		$		13,708		1.2801 $		344

	As of March 31, 2022, the Company had $13.7 million of outstanding foreign exchange forward contracts which will convert to $17.5 million Canadian dollars. Of
these contracts, $13.7 million met the requirements for hedge accounting. As of December 31, 2021, the Company held contracts in the amount of $25.2 million to tradeU.S. dollars in exchange for $32.0 million Canadian dollars. Of these contracts, $25.2 million met the requirements for hedge accounting.

		40

Table of Contents
	We have performed a sensitivity analysis model for foreign exchange exposure over the three months ended March 31, 2022. 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 inthe 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 ratesin effect during the three months ended March 31, 2022. The sensitivity analysis indicated that a hypothetical 10% adverse movement in foreign currency exchangerates would result in a decrease in net income for the three months ended March 31, 2022 of approximately $0.1 million, before the effects of hedging. We will continue tomonitor 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 financialinstitutions whom we have evaluated as highly creditworthy and commercial paper. Similarly, we enter into our foreign exchange contracts with major banks and financialinstitutions. 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. Interest rate risk
	Our exposure to interest rate fluctuations relate primarily to our Second Amended 2019 Credit Facility. As of March 31, 2022, we had an outstanding balance of $207.9 million on the Second Amended 2019 Credit Facility. The Second Amended 2019 Credit Facility
bears a base interest rate based on borrowing elections by the Company with a marginal rate calculated as a function of the Company's total Funded Debt to EBITDAplus the LIBOR rate. In May 2020, the Company entered into a pay-fixed, receive-variable interest rate swap with a Canadian chartered bank to limit the potential interestrate fluctuations incurred on its future cash flows related to the variable interest payments on the Credit facility. The notional value of the interest rate swap was $70million as of March 31, 2022, consistent with December 31, 2021. The Company does not use the interest rate swap for trading or speculative purposes. The contract iscoterminous with the Credit facility, maturing in June 2023. As of March 31, 2022, an adverse change of one percent on the interest rate would have the effect ofincreasing our annual interest payment on Second Amended 2019 Credit Facility by approximately $1.4 million, after the effects of hedging, assuming that the loanbalance as of March 31, 2022 is outstanding for the entire period.
	The Company is currently charged interest based on LIBOR, a key global reference interest rate. The interest is partially hedged by interest rate swaps held by
the Company. Currently, LIBOR’s regulator and administrators are seeking to discontinue the publication of LIBOR. Global markets working groups around the worldcontinue to search and recommend an alternative reference rate for LIBOR. In the U.S., the Alternative Reference Rates Committee (“ARRC”) has identified the SecuredOvernight Financing Rate (“SOFR”) as its preferred alternative rate for USD LIBOR. In October 2021, ARRC recommended market participants to cease entering into newcontracts referencing USD LIBOR by December 31, 2021. All existing contracts are to be amended and replaced with reference to SOFR by June 30, 2023, at which time allUSD LIBOR rates will cease publication. Both the credit facility agreement and the interest rate swaps will need to be amended when an alternative reference rate ischosen, at which time we may adopt some of the practical expedients provided by ASU 2020-04. As mentioned above, the Company has assessed which existingcontracts reference LIBOR and will continue to monitor the situation and have proactive discussions and renegotiations with counterparties around the reference ratechange as appropriate. Item 4. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), management, with the participation of our Chief Executive Officer and ChiefFinancial Officer, evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures as defined in Exchange ActRule 13a-15(e). Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance ofachieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Ourdisclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives. Based on the evaluation of our disclosurecontrols and procedures as of the end of the period covered by this quarterly report, our Chief Executive Officer and Chief Financial Officer concluded that, as of March31, 2022 our disclosure controls and procedures were effective at the reasonable assurance level. (b) Changes in Internal Control over Financial Reporting There were no changes made in our internal controls over financial reporting during the three months ended March 31, 2022 that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.
		41

Table of Contents
	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, webelieve 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 incursignificant litigation expense and may result in significant diversion of our attention. Item 1A. Risk Factors Not applicable.
	42

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

On February 10, 2022, the Company announced that its Board approved a stock buyback program (the "2022 Buyback Program") to repurchase up to $40 million of itscommon stock in the open market. Purchases will be made exclusively through the facilities of the NASDAQ Capital Market. The stock buyback program commencedon February 11, 2022 and will terminate on or before February 10, 2023. For the three months ended March 31, 2022, the Company did not repurchase any shares underthe 2022 Buyback Program.

Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None.
	43

Table of Contents Item 6. Exhibits
No.	Description

	Fourth Amended and Restated Articles of Incorporation of Tucows Inc. (Incorporated by reference to Exhibit 3.1 filed with Tucows’ Current Report onForm 8-K, as filed with the SEC on November 29, 2007).
3.1.1
	Articles of Amendment to Fourth Amended and Restated Articles of Incorporation of Tucows Inc. (Incorporated by reference to Exhibit 3.1 filed withTucows’ Current Report on Form 8-K, as filed with the SEC on January 3, 2014).
3.1.2
	Second Amended and Restated Bylaws of Tucows Inc. (Incorporated by reference to Exhibit 3.2 filed with Tucows’ Annual Report on Form 10-K forthe year ended December 31, 2006, as filed with the SEC on March 29, 2007).
3.2
	Amendment No. 1 to Second Amended and Restated Bylaws of Tucows Inc. (Incorporated by Reference to Exhibit 3.3 filed with Tucows’ QuarterlyReport on Form 10-Q for the quarter ended June 30, 2012).
3.3
3.4#	Amending agreement No. 1 to the Second Amended and Restated Senior Secured Credit Agreement, dated March 31, 2022
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 †
	Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within theInline XBRL document)
101.INS#
101.SCH#	Inline XBRL Taxonomy Extension Schema Document
101.CAL#	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF#	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB#	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE#	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104#	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

#	Filed herewith.
†	Furnished herewith.

		44

Table of Contents
	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 undersignedthereunto duly authorized.

Date: May 5, 2022		TUCOWS INC.

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

		By: /s/ DAVINDER SINGH
		Davinder SinghChief Financial Officer

			(Principal Financial and Accounting Officer)

	45

Exhibit 3.4

		Execution Version

			AMENDING AGREEMENT NO. 1
	THIS AMENDING AGREEMENT NO. 1 (this “Amending Agreement”) is made as of March 31, 2022. WHEREAS: A. Reference is made to the second amended and restated senior secured credit agreement (the “Credit Agreement”) dated as of October 26, 2021 between, interalios, Tucows.com Co., Tucows (Delaware) Inc., Ting Inc., Ting Fiber, Inc., Tucows (Emerald), LLC, as borrowers (collectively, the “Borrowers” and each a “Borrower”),Tucows Inc., as parent (the “Parent”), Royal Bank of Canada, as administrative agent (the “Agent”), and the financial institutions party thereto, as lenders (the“Lenders”). B. The Borrowers, the Parent, the Agent and the Lenders wish to amend the Credit Agreement by amending the definition of “EBITDA” as provided herein. NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained in this Amending Agreement and forother good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:
				ARTICLE 1
				INTERPRETATION
	1.1 Defined Terms. In this Amending Agreement, unless something in the subject matter or context is inconsistent:
					(a) terms defined in the description of the parties or in the recitals have the respective meanings given to them in the description or recitals, as applicable;
						and

					(b) all other capitalized terms have the respective meanings given to them in the Credit Agreement as amended by Article Two of this Amending
						Agreement (collectively, the “Amended Credit Agreement”).
	1.2 Headings. The headings of the Articles and Sections of this Amending Agreement are inserted for convenience of reference only and shall not affect theconstruction or interpretation of this Amending Agreement. 1.3 References. All references to Articles, Sections, Exhibits and Schedules, unless otherwise specified, are to Articles, Sections, Exhibits and Schedules of theCredit Agreement.
							RBC/Tucows Credit Agreement Amending Agreement No. 1


	ARTICLE 2
	AMENDMENTS
2.1 Amendments. The parties hereto acknowledge and agree that the definition of “EBITDA” is amended effective as of the date of this Amending Agreement bydeleting the current definition in its entirety and replacing it with the following new definition:
		“EBITDA” means, in respect of any fiscal period, without duplication (A) the consolidated net income of the Parent in such fiscal period determined withoutincluding or deducting (i) unrealized gains or losses arising from hedging agreements and other foreign currency transactions; (ii) gains or losses arising fromor in connection with any sale or other disposition of assets outside the ordinary course of business; or (iii) gains or losses arising from or in connection withany revaluation of assets, or accretion of contingent consideration; plus (B) the following amounts (to the extent such accounts were deducted in determiningsuch consolidated net income): Interest, income taxes, capital taxes, depreciation, amortization, stock based compensation, non-cash charges relating to theimpairment of goodwill and other intangible assets and any other non-cash expenses and extraordinary, unusual or non-recurring expenses or acquisition andtransaction costs approved in writing by the Majority Lenders in their discretion (but specifically including non-recurring professional fees and expensesrelating to the establishment or restructuring of the Facilities); all determined in accordance with GAAP.”

	ARTICLE 3
			REPRESENTATIONS AND WARRANTIES
3.1 Confirmation of Representations. The Parent and each Borrower represents and warrants that, as at the date of this Amending Agreement and assuming thatthe amendments made to the Credit Agreement by this Amending Agreement have become effective:
		(a) this Amending Agreement has been duly authorized, executed and delivered by each of the signatory Loan Parties;

		(b) the Credit Agreement, as amended hereby, constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms,
				subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditor’s rights generally and subject to generalprinciples of equity, regardless of whether considered in a proceeding in equity or at law;

		(c) no Default or Event of Default has occurred and is continuing; and

		(d) the representations and warranties contained in Article 8 of the Credit Agreement are true and correct in all material respect as if made on the date
				hereof, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of suchearlier date.

					RBC/Tucows Credit Agreement Amending Agreement No. 1

	-2-


	ARTICLE 4
	CONDITIONS
4.1 Conditions Precedent. This Amending Agreement shall become effective on the date upon which there has been receipt by the Agent of a counterpart of thisAmending Agreement executed by each party hereto and payment by the Parent of an amending fee equal to U.S.$5,000 per Lender that has executed this AmendingAgreement (such fee to be paid to the Agent for the rateable account of and disbursement to each such Lender).
	ARTICLE 5
	GENERAL
5.1 Confirmation. Except as specifically stated herein, Credit Agreement and the other Loan Documents shall continue in full force and effect in accordance withthe provisions thereof. In particular but without limitation the Parent, the Borrowers and each of the Guarantors hereby acknowledge and agree that:
		(a) the Guaranties and the Security provided by it in favour of the Agent and the Secured Parties continues in full force and effect notwithstanding the
			execution and delivery of this Amending Agreement and the amendments to the Credit Agreement effected hereby;

		(b) such guarantees and indemnities extend to the indebtedness, liabilities and obligations of the Borrowers under the Amended Credit Agreement; and

		(c) the secured liabilities described in the Security include indebtedness, liabilities and obligations arising under or in relation to the Amended Credit
			Agreement, and the Liens granted thereunder extend thereto.
5.2 Interpretation. All references to the “this Agreement” or the “Credit Agreement” and all similar references in any of the other Loan Documents shall hereafterinclude, mean and be a reference to the Amended Credit Agreement without any requirement to amend such Loan Documents. This Amending Agreement shallconstitute a “Loan Document” under, and as defined in, the Credit Agreement. 5.3 Binding Nature. This Amending Agreement shall enure to the benefit of and be binding upon the Borrowers, the Parent, the Agent and the Lenders and theirrespective successors and permitted assigns. 5.4 Severability. Any provision of this Amending Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective tothe extent of such prohibition or unenforceability and shall be severed from the balance of this Amending Agreement, all without affecting the remaining provisions ofthis Amending Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 5.5 Conflicts. If, after the date of this Amending Agreement, any provision of this Amending Agreement is inconsistent with any provision of the Credit Agreement,the relevant provision of this Amending Agreement shall prevail.
				RBC/Tucows Credit Agreement Amending Agreement No. 1

	-3-

5.6 Governing Law. This Amending Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws ofCanada applicable therein. 5.7 Counterpart and Facsimile. This Amending Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts,each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executedsignature page to this Amending Agreement by any party by facsimile or other form of electronic transmission shall be as effective as delivery of a manually executedcopy of this Amending Agreement by such party.
	[signatures on the following pages]

		RBC/Tucows Credit Agreement Amending Agreement No. 1

			-4-

IN WITNESS WHEREOF the undersigned has caused this Amending Agreement to be duly executed as of the date set out on the first page. ROYAL BANK OF CANADA, as Agent By: Name:Title: ROYAL BANK OF CANADA, as Lender, Swingline Lender and Fronting Letter of Credit Lender By: Name:Title: By: Name:Title: BANK OF MONTREAL, as Lender By: Name:Title: By: Name:Title: Signature Page
	RBC/Tucows Credit Agreement Amending Agreement No. 1

ROYAL BANK OF CANADA, as Lender,Swingline Lender and Fronting Letter ofCredit Lender By: Name: Brad ClarksonTitle: Director, Corporate Client Group, Mid-Market Leveraged and Infrastructure Finance By: Name:Title: Confidential
	-6-

IN WITNESS WHEREOF the undersigned has caused this Amending Agreement to be duly executed as of the date set out on the first page.
ROYAL BANK OF CANADA, as Agent

By: Name:Title:

ROYAL BANK OF CANADA, as Lender,Swingline Lender and Fronting Letter ofCredit Lender

By: Name:Title:

By: Name:Title:

BANK OF MONTREAL, as Lender

By: Name: Daniel Pichini
Title: Director, Corporate Finance
By: Name:Title:
Signature Page
	RBC/Tucows Credit Agreement Amending Agreement No. 1


	THE BANK OF NOVA SCOTIA, as Agent


	By:
		Name: Agnes Podbielski
		Title: Director

Exhibit 31.1

		Rule 13a-14(a)/15d-14(a) Certification

	I, Elliot Noss, certify that:
	1.
			I have reviewed this Quarterly Report on Form 10-Q of Tucows Inc.;
	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.		The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:
			a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;
			b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;
			c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
			d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
	5.		The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
			a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant's ability to record, process, summarize and report financial information; and
			b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.
	Date May 5, 2022
				/s/ Elliot Noss
				Elliot Noss
				President and Chief Executive Officer

Exhibit 31.2

		Rule 13a-14(a)/15d-14(a) Certification

	I, Davinder Singh, certify that:
	1.
			I have reviewed this Quarterly Report on Form 10-Q of Tucows Inc.;
	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.		The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:
			a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;
			b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;
			c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
			d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
	5.		The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
			a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant's ability to record, process, summarize and report financial information; and
			b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.

	Date May 5, 2022			/s/ Davinder Singh
				Davinder Singh
				Chief Financial Officer

Exhibit 32.1

		CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

			In connection with the Quarterly Report of Tucows Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2022 as filed with the Securities and
	Exchange Commission on the date hereof (the “Report”), I, Elliot Noss, President and Chief Executive Officer of the Company, hereby certify, to my knowledge,pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

			(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

			(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.


			Date: May 5, 2022			/s/ Elliot Noss
					Elliot Noss
					President and Chief Executive Officer

Exhibit 32.2

		CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

			In connection with the Quarterly Report of Tucows Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2022 as filed with the Securities and
	Exchange Commission on the date hereof (the “Report”), I, Davinder Singh, Chief Financial Officer of the Company, hereby certify, to my knowledge, pursuant to 18U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

			(3)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

			(4)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.


			Date: May 5, 2022			/s/ Davinder Singh
					Davinder Singh
					Chief Financial Officer