TUCOWS INC /PA/ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



This Quarterly Report on Form 10-Q incorporates, along with historic
info, forward-looking statements by us with regard to our expectations as
to monetary outcomes and different facets of our enterprise that contain dangers and
uncertainties and will represent forward-looking statements throughout the which means
of the Private Securities Litigation Reform Act of 1995. Words equivalent to "could,"
"ought to," "anticipate," "imagine," "plan," "estimate," "count on" and "intend,"
and different comparable expressions are meant to determine forward-looking
statements. The forward-looking statements contained on this report embody
statements relating to, amongst different issues: the competitors we count on to come across
as our enterprise develops and competes in a broader vary of Internet companies;
the Company's international forex necessities, particularly for the Canadian
greenback; Platform Services, and glued Internet entry subscriber development and
retention charges; our perception relating to the underlying platform for our area
companies, our expectation relating to the pattern of gross sales of domains and
promoting; our expectations relating to portfolio income, our perception that, by
rising the variety of companies we provide, we can generate increased
revenues; our expectation relating to litigation; the potential impression of present
and pending claims on our enterprise; our valuations of sure deferred tax
property; our expectation to gather our excellent receivables, internet of our
allowance for uncertain accounts; our expectation relating to fluctuations in
sure expense and value classes; our expectations relating to our unrecognized
tax; our expectations relating to money from operations to fund our enterprise; the
impression of cancellations of or amendments to market growth fund applications
beneath which we obtain funds, our expectation relating to our means to handle
realized good points/losses from international forex contracts; our partnership with an
affiliate of Generate TF Holdings, LLC, a Delaware restricted legal responsibility firm
("Generate Affiliate"); the impression of the COVID-19 pandemic on our enterprise,
operations and monetary efficiency; and common enterprise situations and
financial uncertainty. These statements are primarily based on administration's present
expectations and are topic to quite a few uncertainties and dangers that might
trigger precise outcomes to vary materially from these described within the
forward-looking statements. Many components have an effect on our means to realize our
goals and to efficiently develop and commercialize our companies together with:



• Our means to proceed to generate ample working capital to satisfy our

      working necessities;

   •  Our means to service our debt and most well-liked share commitments;



• Our means to take care of a superb working relationship with our distributors and

      clients;

   •  The means of distributors to proceed to provide our wants;

   •  Actions by our opponents;

• Our means to draw and retain certified personnel in our enterprise;

   •  Our means to successfully handle our enterprise;

   •  The results of any materials impairment of our goodwill or different
      indefinite-lived intangible property;

• Our means to acquire and preserve approvals from regulatory authorities

on regulatory points;

• Our means to put money into the build-out of fiber networks into chosen

      cities and cities to supply Internet entry companies to residential and
      business clients whereas sustaining the event and gross sales of our
      established companies;

• Our means to satisfy the operational and monetary drawdown milestones

beneath the Unit Purchase Agreement with Generate TF Holdings, LLC, a

Delaware restricted legal responsibility firm (“Generate”), which offer the Company

with the flexibility to acquire extra financing to put money into the enlargement

of fiber networks;

• Adverse tax penalties equivalent to these associated to adjustments in tax legal guidelines or

tax charges or their interpretations, together with with respect to the impression

of the Tax Cuts and Jobs Act of 2017;

• The utility of judgment in figuring out our international provision for revenue

taxes, deferred tax property or liabilities or different tax liabilities given

      the final word tax willpower is unsure;

   •  Our means to successfully combine acquisitions;

• Our means to observe, assess and reply to the quickly altering impacts

      of the COVID-19 pandemic. Our present evaluation of anticipated impacts has
      been included under as a part of the Opportunities, Challenges & Risks
      part.

• Our means to gather anticipated funds from DISH in reference to

the 10-year fee stream that may be a perform of the margin generated by

the transferred subscribers over a 10-year interval pursuant to the phrases of

      the DISH Purchase Agreement;

   •  Pending or new litigation; and

• Factors set forth beneath the caption “Item 1A Risk Factors” in our Annual

      Report on Form 10-Okay for the fiscal yr ended December 31, 2021 filed with
      the SEC on March 1, 2022 (the "2021 Annual Report") and in "Item 1A Risk
      Factors" in Part II of this report.



As beforehand disclosed the beneath the caption “Item 1A Risk Factors” in our
2021 Annual Report, knowledge safety rules could impose authorized obligations on
us that we can’t meet or that battle with our ICANN contractual necessities.



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This listing of things which will have an effect on our future efficiency and monetary and
aggressive place and the accuracy of forward-looking statements is
illustrative, however it's under no circumstances exhaustive. Accordingly, all forward-looking
statements needs to be evaluated with the understanding of their inherent
uncertainty. All forward-looking statements included on this doc are primarily based
on info out there to us as of the date of this doc, and we assume no
obligation to replace these cautionary statements or any forward-looking
statements, besides as required by regulation. These statements are usually not ensures of
future efficiency.


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


OVERVIEW


Our mission is to supply easy helpful companies that assist individuals unlock the
energy of the Internet.



We accomplish this by lowering the complexity of our clients' expertise as
they entry the Internet (at dwelling or on the go) and whereas utilizing Internet
companies equivalent to area title registration, e-mail and different Internet associated
companies. During the primary quarter of 2022, the Company accomplished a
reorganization of its reporting construction into three working and reportable
segments: Fiber Internet Services, Platform Services and Domain Services.
Previously, we disclosed the three working and reportable segments: Fiber
Internet Services, Mobile Services and Domain Services. The change to our
reportable working segments was the results of a shift in our enterprise and
administration constructions that was initiated in 2021 and accomplished throughout the first
quarter of 2022. The operations supporting what was beforehand referred to as our
Mobile Services phase have change into more and more operationally distinct between
our cell retail companies and our platform companies. Through the reorganization
of our reporting construction, the Mobile Services phase was modified to the
Platform Services phase, which now not consists of the 10-year fee stream
on transferred legacy subscribers earned as a part of the DISH Purchase Agreement
in addition to the retail sale of cellphones, retail telephony companies and
transition companies, all of which aren't thought-about part of our core enterprise
operations with the shift from Mobile Virtual Network Operator (MVNO) to
Platform Service supplier. The Platform Services phase consists of our platform
{and professional} companies choices (now branded as Wavelo), in addition to
the billing options to Internet companies suppliers ("ISPs") (branded as
Platypus), that was beforehand reported beneath the Fiber Internet Services
phase. The Fiber Internet Services phase now solely incorporates the working
outcomes of our retail excessive pace Internet entry operations, excluding the
billing options moved to the brand new Platform Services phase. The product
choices included within the Domain Services phase stays unchanged. The three
segments are differentiated primarily by their companies, the markets they serve
and the regulatory environments during which they function.



Our administration recurrently opinions our working outcomes on a consolidated foundation,
principally to make choices about how we make the most of our sources and to measure
our consolidated working efficiency. To help us in forecasting development and
to assist us monitor the effectiveness of our operational methods, our
administration recurrently opinions revenues, working outcomes and efficiency for
every of our service choices with the intention to acquire extra depth and understanding of
the important thing enterprise metrics driving our enterprise. Commencing within the first quarter
of 2022, our Chief Executive Officer (CEO), who can be our chief working
determination maker, reviewed the working outcomes of Fiber Internet Services,
Platform Services and Domains Services as three distinct segments with the intention to
make key working choices in addition to consider phase efficiency.
Accordingly, efficient January 1, 2022 we report Fiber Internet Services,
Platform Services and Domain Services income individually. The 10-year fee
stream on transferred legacy subscribers in addition to retail sale of cell
telephones, retail telephony companies and transition companies shall be excluded from
phase EBITDA outcomes as they're now not centrally managed and never monitored
by or reported to our CEO by phase.



For the three months ended June 30, 2022 and June 30, 2021, we reported internet
income of $83.1 million and $75.1 million, respectively.

For the six months ended June 30, 2022 and June 30, 2021, we reported internet
income of $164.2 million and $146.0 million, respectively.


Recent Developments



On August 8, 2022, the Company accomplished an "F" reorganization for U.S. federal
revenue tax functions whereby Ting Fiber, Inc., a subsidiary of the Company, was
transformed to Ting Fiber, LLC ("Ting LLC") upon the submitting of a Certificate of
Conversion with the workplace of the Secretary of State of the State of Delaware.



Subsequently on August 8, Ting LLC entered right into a Series A Preferred Unit
Purchase Agreement (the "Unit Purchase Agreement") with Generate ("Transaction
Close") pursuant to which Ting LLC will subject and promote 10,000,000 items of its
Series A Preferred Units to Generate at a money buy value of $6.00 per unit
with preliminary funding anticipated to happen by August 12, 2022 (the "Initial
Funding"). Under the Unit Purchase Agreement, after the Initial Funding till
the third anniversary (the "End Date") Ting LLC will subject and promote in
subsequent fundings an mixture of 23,333,333.34 items of extra Series A
Preferred Units on the identical phrases and situations as within the Initial Funding,
topic to achievement of predetermined operational drawdown milestones (the
"Milestones"). The funding will present Ting LLC $60 million of capital upon
the Initial Funding, with an extra $140 million of capital commitments
out there to Ting LLC over the next three-year interval if the Milestones
are achieved. From the Transaction Close till the sooner of (i) the End Date
and (ii) the date upon which Generate has bought $140 million of Series A
Preferred Units pursuant to Milestone Fundings, Ting LLC is required to pay
Generate a standby price at a price of 0.50% of the unpaid $140 million capital
dedication which shall be paid quarterly.



Concurrent with the Transaction Close, Ting LLC and Generate entered into an
Amended and Restated Limited Liability Company Agreement of Ting LLC (the "LLC
Agreement"). Under the LLC Agreement, the Series A Preferred Units will accrue
most well-liked return at a price of 15% every year (topic to sure changes as
described under) on a non-cash foundation for the primary 24 months following the
Initial Funding; as well as Ting LLC will grant Generate sure customary and
different minority protections, together with, with out limitation, the appointment of
one Manager to the newly shaped three-person Board of Managers of Ting LLC.



In addition, concurrent with the Transaction Close, Ting  LLC and Generate
Affiliate will enter into an Equity Capital Contribution Agreement (the
"ECC Agreement"), offering for as much as $400 million of extra capital
commitments from Generate Affiliate beneath which Ting and Generate Affiliate will
collectively consider, construct and function new fiber-to-the-home networks
("ECC Networks") and type a three way partnership entity to personal such ECC Networks. If
Generate Affiliate and Ting LLC approve new ECC Networks beneath the ECC
Agreement, then Generate Affiliate is predicted to supply fairness financing
via the aforementioned capital commitments and be answerable for constructing
and sustaining the ECC Networks whereas Ting LLC will lease the ECC Networks from
Generate Affiliate to conduct its enterprise as an ISP anchor tenant. Ting LLC has
the choice, however not the duty, to take part in such fairness financing.
Subject to the worth of the ECC Networks permitted beneath the ECC
Agreement the speed of most well-liked return on the Series A Preferred Units bought
beneath the Unit Purchase Agreement could also be adjusted right down to a flooring of 13% or up
to a ceiling of 17% every year.



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On August 8, 2022, the Company entered right into a Third Amended and Restated Senior
Secured Credit Agreement (the "Amended Credit Agreement") with its present
syndicate of lenders ("the Lenders").  The Amended Credit Agreement continues to
present the Company with entry to an mixture of $240 million in dedicated
funds ("the Credit Facility"). Under the Amended Credit Agreement, and in
reference to the Unit Purchase Agreement the Lenders have agreed that Ting
Fiber, Inc. (transformed to Ting LLC) and its wholly owned subsidiaries shall
stop to be Guarantors beneath the Credit Facility and shall robotically be
launched from their respective assure and safety paperwork, together with a
launch of the Lenders' safety pursuits and liens upon the property of such
entities. Additionally, the Amended Credit Agreement has prolonged the maturity
of the Credit Facility to June 14, 2024. The Company is topic to the next
monetary covenants always, that are to be calculated on a rolling 4
quarter foundation: (i) most Total Funded Debt to Adjusted EBITDA Ratio of
4.00:1.00 till September 29, 2023 and three.75:1.00 thereafter; and (ii) minimal
Interest Coverage Ratio of three.00:1.00.  The monetary covenant calculations will
exclude the monetary outcomes of Ting Fiber Inc. (transformed to Ting LLC) and its
wholly owned subsidiaries. The Amended Credit Agreement added SOFR Loans as a
type of advance out there beneath the Credit Facility to switch LIBOR Rate
Advances, and such SOFR Loans could bear curiosity primarily based on Adjusted Daily Simple
SOFR (outlined to be the relevant SOFR price revealed by the Federal Reserve
Bank of New York plus 0.10% every year topic to a flooring of zero) or Adjusted
Term SOFR (outlined to be the relevant SOFR price revealed by CME Group
Benchmark Administration Limited plus 0.10% for one-month, 0.15% for
three-months, and 0.25% for six-months every year).



Fiber Internet Services



Fiber Internet Services, primarily branded as Ting Internet, Cedar, and Simply
Bits consists of the availability of fastened high-speed Internet entry companies to
choose cities all through the United States, with additional enlargement underway to
each new and present markets. Our major gross sales channel is thru the Ting
web site. The major focus of this phase is to supply dependable Gigabit
Internet companies to client and enterprise clients. Revenues are all generated
within the U.S. and are offered on a month-to-month foundation and don't have any fastened contract
phrases.



Platform Services



Platform Services, primarily branded as Wavelo and Platypus consists of the
provision of full-service platforms {and professional} companies offering a
number of options that help Communication Services suppliers ("CSPs"),
together with subscription and billing administration, community orchestration and
provisioning, and particular person developer instruments. Wavelo's focus is to supply
accessible telecom software program to CSPs globally, minimizing community and technical
limitations and bettering web entry worldwide. Wavelo's suite of versatile,
cloud-based software program simplifies the administration of cell and web community
entry, enabling CSPs to higher make the most of their present infrastructure, deal with
buyer expertise and scale their companies quicker. Wavelo launched as a
confirmed asset for CSPs, with DISH utilizing Wavelo's Mobile Network Operating System
("MONOS") software program to drive extra worth inside its Digital Operator
Platform since early 2021. More not too long ago, Ting Internet has additionally built-in
Wavelo's Internet Service Operating System ("ISOS") software program to allow quicker
subscriber development and footprint enlargement. Wavelo revenues are all generated in
the U.S. and our buyer agreements have set contract lengths with the
underlying CSP. Similarly, Platypus revenues are largely generated within the U.S.,
with a small portion earned in Canada and different nations.



Domain Services



Domain Services consists of wholesale and retail area title registration companies,
in addition to worth added companies derived via our OpenSRS, eNom, Ascio, EPAG
and Hover manufacturers. We earn revenues primarily from the registration charges charged
to resellers in reference to new, renewed and transferred area title
registrations. In addition, we earn revenues from the sale of retail area title
registration and e-mail companies to people and small companies. Domain
Services revenues are attributed to the nation during which the contract
originates, which is primarily in Canada and the U.S for OpenSRS and eNom
manufacturers. Ascio area companies contracts and EPAG agreements primarily originate
in Europe.



Our major distribution channel is a worldwide community of roughly 35,000
resellers that function in over 150 nations and who usually present their
clients, the end-users of Internet-based companies, with options for
establishing and sustaining an internet presence.  Our major focus is serving
the wants of this community of resellers by offering the broadest portfolio of
generic top-level area ("gTLD") and the nation code top-level area choices
and associated companies, a white-label platform that facilitates the provisioning
and administration of domains, a robust Application Program Interface,
easy-to-use interfaces, complete administration and reporting instruments, and
proactive and attentive customer support. Our companies are integral to the
options that our resellers ship to their clients. We present "second
tier" help to our resellers by e-mail, chat and telephone within the occasion resellers
expertise points or issues with our companies. In addition, our Network
Operating Center proactively displays all companies and community infrastructure to
deal with deficiencies earlier than buyer companies are impacted.



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We imagine that the underlying platforms for our companies are among the many most
mature, dependable and practical reseller-oriented provisioning and administration
platforms in our trade, and we proceed to refine, evolve and enhance these
companies for each resellers and end-users. Our enterprise mannequin is characterised
primarily by non-refundable, up-front funds, which result in recurring income
and constructive working money move.



Wholesale, primarily branded as OpenSRS, eNom, EPAG and Ascio, derives income
from its area service and from offering value-added companies. The OpenSRS,
eNom, EPAG and Ascio area companies handle 24.8 million domains beneath the
Tucows, eNom, EPAG and Ascio ICANN registrar accreditations and for different
registrars beneath their very own accreditations.



Value-Added Services embody hosted e-mail which gives e-mail supply and
webmail entry to hundreds of thousands of mailboxes, Internet safety companies, WHOIS
privateness, publishing instruments and different value-added companies. All of those companies
are made out there to end-users via a community of 35,000 internet hosts, ISPs, and
different resellers all over the world. In addition, we additionally derive income by
monetizing domains that are close to the tip of their lifecycle via
promoting or public sale sale.



Retail, primarily the Hover and eNom portfolio of internet sites, together with eNom, and
eNom Central, derive revenues from the sale of area title registration, e-mail
companies to people and small companies. Retail additionally consists of our Personal
Names Service - primarily based on 36,000 surname domains - that enables roughly two-thirds
of Americans to buy a surname-based e-mail deal with. The retail phase
consists of the sale of the rights to its portfolio of surname domains utilized in
reference to our Realnames e-mail service in addition to our Exact Hosting
Service, that gives Linux internet hosting companies for web sites of people and
small companies.


KEY BUSINESS METRICS AND NON-GAAP MEASURES



We recurrently overview quite a few enterprise metrics, together with the next key
metrics and non-GAAP measures, to help us in evaluating our enterprise, measure
the efficiency of our enterprise mannequin, determine developments impacting our enterprise,
decide useful resource allocations, formulate monetary projections and make
strategic enterprise choices. The following tables set forth the important thing enterprise
metrics which we imagine are the first indicators of our efficiency for the
intervals offered:



Adjusted EBITDA



Tucows stories all monetary info in accordance with United States
typically accepted accounting ideas ("GAAP"). Along with this info,
to help monetary assertion customers in an evaluation of our historic
efficiency, we usually disclose and talk about a non-GAAP monetary measure,
adjusted EBITDA, on investor convention calls and associated occasions that exclude
sure non-cash and different fees as we imagine that the non-GAAP info
enhances traders' total understanding of our monetary efficiency. Please
see dialogue of adjusted EBITDA within the Results of Operations part under.



Ting Internet                                                    June 30,
                                                              2022      2021
                                                               (in '000's)
Ting Internet accounts beneath administration                          30        

20

Ting Internet owned infrastructure serviceable addresses         86        65
Ting Internet companion infrastructure serviceable addresses       18        13






Domain Services                                              For the Three Months Ended June 30,(1)
                                                                2022                        2021
                                                                           (in 000's)
Total new, renewed and transferred-in area title
transactions 2                                                         5,432                       5,699
Domains beneath administration                                              24,844                      25,615




  (1) For a dialogue of those period-to-period adjustments within the domains

provisioned and domains beneath administration and the way they impacted our monetary

outcomes see the Net Revenues dialogue under.

Includes all transactions processed beneath our accreditations for our

(2) resellers and our retail manufacturers, in addition to transactions processed on behalf

      of different registrars utilizing our platform.




Domain Services                                              For the Six Months Ended June 30,(1)
                                                                2022                       2021
                                                                          (in 000's)
Total new, renewed and transferred-in area title
transactions                                                         11,383                     11,946
Domains beneath administration                                             24,844                     25,615




  (1) For a dialogue of those period-to-period adjustments within the domains

provisioned and domains beneath administration and the way they impacted our monetary

outcomes see the Net Revenues dialogue under.

Includes all transactions processed beneath our accreditations for our

(2) resellers and our retail manufacturers, in addition to transactions processed on behalf

      of different registrars utilizing our platform.




Domain Services                                                     June 30,
                                                              2022            2021
                                                                   (in 000's)

Registered utilizing Registrar Accreditation belonging to
the Tucows Group

                                                18,482      

19,471

Registered utilizing Registrar Accreditation belonging to
Resellers

                                                        6,362      

6,144

Total domains beneath administration                             24,844          25,615




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OPPORTUNITIES, CHALLENGES AND RISKS



Our income is primarily realized in U.S. {dollars} and a significant portion of our
working bills are paid in Canadian {dollars}. Fluctuations within the change
price between the U.S. greenback and the Canadian greenback could have a cloth impact
on our enterprise, monetary situation and outcomes from operations. In specific,
we could also be adversely affected by a big weakening of the U.S. greenback
in opposition to the Canadian greenback on a quarterly and an annual foundation. Our coverage with
respect to international forex publicity is to handle our monetary publicity to
sure international change fluctuations with the target of neutralizing some or
the entire impression of international forex change actions by getting into into
international change ahead contracts to mitigate the change threat on a portion of
our Canadian greenback publicity. We could not at all times enter into such ahead
contracts and such contracts could not at all times be out there and economical for us.
Additionally, the ahead charges established by the contracts could also be much less
advantageous than the market price upon settlement.



Fiber Internet Services



As an ISP, we now have invested and count on to proceed to put money into new fiber to the
dwelling ("FTTH") deployments in choose markets in the United States. The
investments are a mirrored image of our ongoing efforts to construct FTTH community by way of
public-private partnerships in communities we determine as having robust, unmet
demand for FTTH companies. Given the numerous upfront construct and operational
investments for these FTTH deployments, there may be threat that future technological
and regulatory adjustments in addition to aggressive responses from incumbent native
suppliers, could end in us not totally recovering these investments.



The communications trade continues to compete on the premise of community attain
and efficiency, varieties of companies and units supplied, and value.


Platform Services



Wavelo launched as a confirmed asset for CSPs, with DISH utilizing Wavelo's MONOS
software program to drive extra worth inside its Digital Operator Platform since
early 2021. More not too long ago, Ting Internet has additionally built-in Wavelo's
ISOS software program to allow quicker subscriber development and footprint enlargement. With
our exterior platform {and professional} companies revenues concentrated to 1
buyer in DISH, we're uncovered to vital threat if we're unable to
preserve this buyer relationship or set up new relationships for any our
Platforms sooner or later. Additionally, our revenues as a platform supplier are
immediately tied to the subscriber volumes of DISH's MVNO or Mobile Network
Operator ("MNO") networks, so our profitability is contingent on the flexibility of
DISH to proceed so as to add subscribers onto our platforms.



Domain Services



The elevated competitors out there for Internet companies lately,
which we count on will proceed to accentuate within the quick and long run, poses a
materials threat for us. As new registrars are launched, present opponents
broaden service choices and opponents provide value reductions to realize market
share, we face pricing stress, which may adversely impression our revenues and
profitability. To deal with these dangers, we now have centered on leveraging the
scalability of our infrastructure and our means to supply proactive and
attentive customer support to aggressively compete to draw new clients and
to take care of present clients.



Substantially all of our Domain Services income is derived from area title
registrations and associated value-added companies from wholesale and retail
clients utilizing our provisioning and administration platforms. The marketplace for
wholesale registrar companies is each value delicate and aggressive and is
evolving with the introduction of recent gTLDs, significantly for giant quantity
clients, equivalent to giant internet hosting corporations and house owners of enormous portfolios of
domains. We have a comparatively restricted means to extend the pricing of
area title registrations with out negatively impacting our means to take care of
or develop our buyer base. Growth in our Domain Services income relies
upon our means to proceed to draw and retain clients by sustaining
constant area title registration and value-added service renewal charges and to
develop our buyer relationships via refining, evolving and bettering our
provisioning platforms and customer support for each resellers and end-users. In
addition, we additionally generate income via pay-per-click promoting and thru
the OpenSRS Domain Expiry Stream. The income related to names gross sales and
promoting has not too long ago skilled flat to declining developments as a result of
uncertainty across the implementation of ICANN's New gTLD Program, decrease site visitors
and promoting yields within the market, which we count on to proceed.



From time-to-time sure of our distributors present us with market growth
funds to broaden or preserve the market place for his or her companies. Any determination
by these distributors to cancel or amend these applications for any purpose could end in
funds in future intervals not being commensurate with what we now have achieved
throughout previous intervals.



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Other alternatives, challenges and dangers



As described above, the Company is entitled to a long-term fee stream that
is a perform of the margin generated by the transferred subscribers over the
10-year time period of the DISH Purchase settlement. This consideration construction could
not show to achieve success or worthwhile within the long-term to us if the prevailing
subscriber base churns at an above common price. Additionally, given DISH
controls the revenues and prices incurred related to the acquired
subscribers, there might come up a scenario the place profitability for the
subscriber base is diminished both by lower cost factors or value inflation. As
a part of the transactions contemplated by the DISH Purchase settlement, the
Company retained a small variety of buyer accounts related to one MNO
settlement that was not reassigned to DISH at time of sale. We proceed to be
topic to the minimal income commitments beforehand agreed to with
this excluded MNO settlement. The Company is ready to proceed including clients
beneath the excluded MNO community with the intention to meet the dedication. However, with no
direct means to alter buyer pricing and restricted means to renegotiate
contract prices or vital phrases, the Company could also be unable to satisfy the
minimal commitments with this MNO companion and will incur vital and
recurring penalties till such a time that the contract is full. These
penalties would negatively impression our operational efficiency and monetary
outcomes if enforced by the MNO. During the three months and 6 months
ended June 30, 2022, the Company has accrued for $0.4 million and $0.7
million of penalties, respectively in reference to failing to satisfy the
minimal commitments with the MNO companion, and expects to proceed to incur
penalties via Fiscal 2022 and thereafter till the contract is full.



Critical Accounting Estimates



The preparation of our consolidated monetary statements in conformity with GAAP
requires us to make estimates and judgements that have an effect on the reported quantities of
property, liabilities, revenues and bills, and associated disclosure of contingent
property and liabilities. There have been no materials adjustments to the
crucial accounting estimates as beforehand disclosed in Part II, Item 7 of our
2021 Annual Report.


Current COVID-19 response and anticipated impacts



The ongoing international COVID-19 pandemic continues to characterize Fiscal 2022 thus
far, nonetheless the monetary and operational impacts from COVID-19 on our
enterprise have been restricted. Over the final two years, we have monitored the
scenario and its impacts on our enterprise however have finally seen developments
stabilize, with continued restoration in U.S. markets because of large-scale
vaccination applications. Management continues to evaluate the impression recurrently however
expects restricted monetary and operational impression via the upcoming fiscal
yr, ought to the COVID-19 pandemic persist. While the unfold of COVID-19 could
finally be contained or mitigated, there isn't a assure {that a} future
outbreak won't happen as evidenced by quite a few variants of the virus rising.
Since the onset of this pandemic in 2020, all workers who might conceivably
earn a living from home have been and proceed to be inspired to take action. Since then we now have
transitioned to defining ourselves as a remote-first group, and for the
small group of workers who're unable to earn a living from home, together with our order
achievement and Fiber set up groups, lots of whom work within the area, they
are inspired to observe social distancing and to proceed to observe hygiene
greatest practices and security protocols as outlined by the Centers for Disease
Control and Prevention in reference to the COVID-19 pandemic. In 2020, the
Ting Internet crew established an set up answer for our workers and
clients that minimizes dangers related to person-to-person contact they usually
proceed to successfully deploy this set up answer at the moment. We have
additionally applied a vaccination coverage requiring these workers who work from a
Company workplace, meet in particular person with clients or journey by plan or prepare for
enterprise functions to be totally vaccinated.



We haven't skilled any productiveness points, materials useful resource constraints
nor will we foresee requiring any materials expenditures to proceed to implement
our enterprise continuity plans described above. Likewise, we now have not skilled
nor will we foresee any future impacts to our liquidity place, credit score threat,
inside controls or impacts to our accounting insurance policies on account of the
COVID-19 pandemic.



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RESULTS OF OPERATIONS FOR THE three and 6 months ended June 30, 2022 AS
COMPARED TO THE three and 6 months ended June 30, 2021


NET REVENUES



Fiber Internet Services



Fiber Internet Services, primarily branded as Ting Internet, Cedar, and Simply
Bits consists of the availability of fastened high-speed Internet entry companies to
choose cities all through the United States, with additional enlargement underway to
each new and present markets. Our major gross sales channel is thru the Ting
web site. The major focus of this phase is to supply dependable Gigabit
Internet companies to client and enterprise clients. Revenues are all generated
within the U.S., don't have any fastened contract phrases and are offered on a month-to-month foundation,
with limitless bandwidth primarily based on a hard and fast value.



The Company's billing cycle for all Ting Internet clients is computed primarily based on
the client's activation date. Since consideration is collected earlier than the
service interval, income is initially deferred and acknowledged because the Company
performs its obligation to supply Internet entry inside every reporting interval.
In addition, revenues related to the sale of Internet {hardware} to
subscribers are acknowledged when title and threat of loss is transferred to the
subscriber and cargo has occurred. Incentive advertising credit given to
clients are recorded as a discount of income.



In these circumstances, the place fee will not be acquired on the time of sale, income is
not acknowledged till contract inception until the gathering of the associated
accounts receivable is fairly assured. The Company data prices that
replicate anticipated refunds, rebates and bank card charge-backs as a discount of
revenues on the time of the sale primarily based on historic experiences and present
expectations.



Platform Services



Platform Services



Tucows' Platform Services embody the next full-service platforms from
Wavelo, together with ISOS and the MONOS in addition to our legacy Platypus Billing
software program. Under every of those platforms there are a selection of options that
help CSPs, together with subscription and billing administration, community
orchestration and provisioning, and particular person developer instruments. Wavelo launches
as a confirmed asset for CSPs, with DISH utilizing Wavelo's MONOS software program to drive
extra worth inside its Digital Operator Platform since early 2021. More
not too long ago, Ting Internet has additionally built-in Wavelo's ISOS software program to allow
quicker subscriber development and footprint enlargement. Wavelo's clients are billed
month-to-month, on a postpaid foundation. The month-to-month charges are variable, primarily based on the quantity
of their subscribers using the platform throughout a given month, to which
minimums could apply. Customers may additionally be billed fastened platform charges and granted
fastened credit as a part of the consideration for long-term contracts.
Consideration acquired is allotted to platform companies and bundled
skilled companies and acknowledged as every service obligation is fulfilled.
Any fastened charges for Platform Services are acknowledged into income evenly over the
service interval, whereas variable utilization charges are acknowledged every month as they're
consumed. Professional companies income is acknowledged because the hours of
skilled companies granted to the client are used or expire. When
consideration for these platform companies is acquired earlier than the service is
delivered, the income is initially deferred and acknowledged solely because the Company
performs its obligation to supply companies. Likewise, if platform companies are
delivered earlier than the Company has the unconditional proper to bill the
buyer, income is acknowledged as a Contract Asset.



Other Professional Services



This income stream consists of another skilled companies earned in
reference to Tucows' new Wavelo enterprise from the availability of standalone
know-how companies growth work. These are billed to our clients month-to-month
at set and established charges for companies offered in interval. The Company
acknowledges income over this new income stream because the Company satisfies its
obligations to supply skilled companies.



Domain Services



Wholesale - Domain Services



Domain registration contracts, which might be bought for phrases of 1 to 10
years, present our resellers and retail registrant clients with the unique
proper to a customized web deal with from which to construct an internet presence.
The Company enters into area registration contracts in reference to every
new, renewed and transferred-in area registration. At the inception of the
contract, the Company fees and collects the registration price for your complete
registration interval. Though charges are collected upfront, income from area
registrations are acknowledged rateably over the registration interval as area
registration contracts include a 'proper to entry' license of IP, which is a
distinct efficiency obligation measured over time. The registration interval
begins as soon as the Company has confirmed that the requested area title has been
appropriately recorded within the registry beneath contractual efficiency requirements.



Historically, our wholesale area service has constituted the biggest portion
of our enterprise and encompasses all of our companies as an accredited registrar
associated to the registration, renewal, switch and administration of domains.
In addition, this service fuels different income classes because it usually is the
preliminary service for which a reseller will interact us, enabling us to observe on
with different companies and permitting us so as to add to our portfolio by buying names
registered via us upon their expiration. Domain companies will proceed to be
the biggest portion of our enterprise and can additional gasoline our means to promote
add-on companies.



The Company is an ICANN accredited registrar. Thus, the Company is the first
obligor with our reseller and retail registrant clients and is answerable for
the achievement of our registrar companies to these events. As a outcome, the
Company stories income within the quantity of the charges we obtain immediately from our
reseller and retail registrant clients. Our reseller clients preserve the
major obligor relationship with their retail clients, set up pricing and
retain credit score threat to these clients. Accordingly, the Company doesn't
acknowledge any income associated to transactions between our reseller clients and
their final retail clients.



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Wholesale – Value-Added Services



We derive income from area associated value-added companies like digital
certifications, WHOIS privateness and hosted e-mail and by offering our resellers
and retail registrant clients with instruments and extra performance to be
used at the side of area registrations. All area associated value-added
companies are thought-about distinct efficiency obligations which switch the
promised service to the client over the contracted time period. Fees charged to
clients for area associated value-added companies are collected on the inception
of the contract, and income is acknowledged on a straight-line foundation over the
contracted time period, in line with the satisfaction of the efficiency
obligations.



We additionally derive income from different value-added companies, which primarily consists
of proceeds from the OpenSRS, eNom and Ascio area expiry streams.


Retail



We derive revenues primarily from Hover and eNom's retail properties via the
sale of retail area title registration and e-mail companies to people and
small companies. The retail phase additionally consists of the sale of the rights to its
portfolio of surname domains utilized in reference to our Realnames e-mail service
and Linux internet hosting companies for web sites via our Exact Hosting model.



Corporate – Mobile Services and Eliminations



Although we nonetheless present cell telephony companies to a small subset of
clients retained via the Ting Mobile model as a part of the DISH Purchase
Agreement executed in Fiscal 2020; this income stream now not represents the
Company's strategic focus going ahead. Instead we now have transitioned in direction of
being a Platform Services supplier for CSPs globally. Where these retail cell
companies revenues have been beforehand disclosed as a part of a Mobile Services phase
within the prior yr, efficient January 1, 2022 we now have determined to exclude retail
telephony companies and transition companies revenues from phase EBITDA outcomes
as they're now not centrally managed and never monitored by or reported to our
CEO by phase.



Ting Mobile wi-fi utilization contracts grant clients entry to plain discuss,
textual content and knowledge cell companies. Ting Mobile contracts are billed primarily based on the
buyer's chosen price plan, which may both be utilization primarily based or a vast
plan. All price plan choices are charged to clients on a postpaid, month-to-month
foundation on the finish of their billing cycle. All future revenues related to
Retail Mobile Services stream will solely be for this subset of shoppers retained
by the Company, as talked about above. Ting Mobile companies are primarily
contracted via the Ting web site, for one month at a time and include no
dedication to resume the contract following every buyer's month-to-month billing
cycle. The Company's billing cycle for all Ting Mobile clients is computed
primarily based on the client's activation date. In order to acknowledge income because the
Company satisfies its obligations, we compute the quantity of revenues earned however
not billed from the tip of every billing cycle to the tip of every reporting
interval. In addition, revenues related to the sale of wi-fi units and
equipment are acknowledged when title and threat of loss is transferred to the
buyer and cargo has occurred. Incentive advertising credit given to
clients are recorded as a discount of income.



These Mobile Services income streams additionally consists of transitional companies
offered to DISH. These are billed month-to-month at set and established charges for
companies offered in interval and embody the availability of gross sales, advertising,
buyer help, order achievement, and knowledge analytics associated to the legacy
buyer base offered to DISH. The Company acknowledges income because the Company
satisfies its obligations to supply skilled companies. The Company expects
transitional companies revenues to proceed to lower via the rest of
Fiscal 2022 and thereafter as companies are established immediately by DISH.



As a type of consideration for the sale of the client relationships, the
Company receives a payout on the margin related to the legacy buyer base
offered to DISH, over a interval of 10 years. This has been categorised as Other
Income and never thought-about income within the present interval.

The following desk presents our internet revenues, by income supply (Dollar quantities
in hundreds of U.S. {dollars}):

(Dollar quantities in hundreds of U.S. For the Three Months Ended June
{dollars})

                                               30,                  

For the Six Months Ended June 30,

                                            2022                 2021               2022                   2021

Fiber Internet Services:
Fiber Internet Services                 $     10,221         $      5,548     $         20,009       $         10,630

Platform Services:
Platform Services                              7,970                2,734               14,067                  3,372
Other Professional Services                    1,000                    -                1,750                      -
Total Platform Services                        8,970                2,734               15,817                  3,372

Domain Services:
Wholesale
Domain Services                               46,979               47,883               93,815                 94,874
Value Added Services                           5,597                5,482               11,246                 10,562
Total Wholesale                               52,576               53,365              105,061                105,436

Retail                                         8,487                8,897               17,548                 18,050
Total Domain Services                         61,063               62,262              122,609                123,486

Corporate:
Mobile companies and eliminations               2,830                4,549                5,748                  8,480

                                        $     83,084         $     75,093     $        164,183       $        145,968
Increase over prior interval              $      7,991                          $         18,215
Increase - proportion                             11 %                                      12 %




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The following desk presents our internet revenues, by income supply, as a
proportion of complete internet revenues (Dollar quantities in hundreds of U.S. {dollars}):



(Dollar quantities in hundreds of
U.S. {dollars})                             For the Three Months Ended June 30,               For the Six Months Ended June 30,
                                            2022                         2021                2022                      2021

Fiber Internet Services:
Fiber Internet Services                               12 %                        7 %                12 %                       7 %

Platform Services:
Platform Services                                     10 %                        4 %                 9 %                       2 %
Other Professional Services                            1 %                        0 %                 1 %                       0 %
Total Platform Services                               11 %                        4 %                10 %                       2 %

Domain Services:
Wholesale
Domain Services                                       57 %                       64 %                56 %                      65 %
Value Added Services                                   7 %                        7 %                 7 %                       7 %
Total Wholesale                                       64 %                       71 %                63 %                      72 %

Retail                                                10 %                       12 %                11 %                      12 %
Total Domain Services                                 74 %                       83 %                74 %                      84 %

Corporate:
Mobile companies and eliminations                       3 %                        6 %                 4 %                       7 %

                                                     100 %                      100 %               100 %                     100 %




Total internet revenues for the three months ended June 30, 2022 elevated
by $8.0 million, or 11%, to $83.1 million from $75.1 million when in comparison with
the three months ended June 30, 2021. The three-month enhance in internet income
was pushed by Platform Services, on account of elevated MONOS platform
revenues (each fastened and variable) charges earned from the migration of extra
subscribers onto our new platform. Platform Services accounted for a $6.2
million enhance to complete internet revenues within the present interval. This enhance was
furthered by Fiber Internet Services which had a income enhance of $4.7
million within the present interval from the attraction of extra clients to
Ting Internet from the continued buildout of our Fiber community footprint throughout
the United States. The will increase these two segments skilled have been partially
offset by decreased revenues from Mobile Services eliminations of $1.7 million,
attributable to decreased transitional companies revenues; in addition to decreased
revenues from our Domain Services phase of $1.2 million from the continued
normalization of area title registration development and renewal charges from
these noticed on account of the COVID-19 pandemic in prior years.



Total internet revenues for the six months ended June 30, 2022 elevated by $18.2
million, or 12% to $164.2 million from $146.0 million when in comparison with the six
months ended June 30, 2021. The six-month enhance in internet income was pushed by
Platform Services, on account of elevated MONOS platform revenues (each fastened
and variable) charges earned from the migration of extra subscribers onto our
new platform. Platform Services accounted for a $12.4 million enhance to complete
internet revenues within the present interval. This enhance was furthered by Fiber
Internet Services which had a income enhance of $9.4 million within the present
interval from the attraction of extra clients to Ting Internet from the
continued buildout of our Fiber community footprint throughout the United States. The
will increase these two segments skilled have been partially offset by decreased
revenues from Mobile Services eliminations of $2.7 million, attributable to
decreased transitional companies revenues; in addition to decreased revenues from our
Domain Services phase of $0.9 million from the continued normalization of
area title registration development and renewal charges from these noticed as a
results of the COVID-19 pandemic in prior years.



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Deferred income at June 30, 2022 elevated by $2.4 million to $150.2 million
from $147.8 million at December 31, 2021. This was primarily pushed by Domain
Services, accounting for $2.5 million of the rise which is as a result of
enhance in present interval billings for area title registrations and repair
renewals which generally happen at the start of a Fiscal Year. We additionally
skilled a smaller enhance from Fiber Internet Services of $0.2 million,
reflective of the continued development in buyer base and billings of that phase
relative to December 31, 2021.These will increase have been partially offset by a
lower from Platform Services of $0.4 million. The deferred income related
with Platform Services is particularly associated to Other Professional Services
revenues for standalone know-how companies growth work with DISH, which we
defer till such time as that work is full and we have happy our
obligations to supply the skilled companies. These different skilled
companies have been accomplished within the present interval and thus acknowledged out of
beforehand deferred revenues.



DISH accounted for 11% of complete internet revenues for the three months ended June 30,
2022 and 10% of complete internet revenues for the six months ended June 30, 2022. No
buyer accounted for greater than 10% of complete internet income throughout the three and
six months ended June 30, 2021. DISH accounted for 34% of complete accounts
receivable as at June 30, 2022 and 46% of complete accounts receivable as
at December 31, 2021. Though a good portion of the Company's area
companies revenues are pay as you go by our clients, the place the Company does gather
receivables, vital administration judgment is required on the time income is
recorded to evaluate whether or not the gathering of the ensuing receivables is
moderately assured. On an ongoing foundation, we assess the flexibility of our clients
to make required funds. Based on this evaluation, we count on the carrying
quantity of our excellent receivables, internet of allowance for uncertain accounts,
to be totally collected.



Fiber Internet Services



Fiber Internet Services generated $10.2 million in internet income throughout the three
months ended June 30, 2022, up $4.7 million or 85% in comparison with the three months
ended June 30, 2021. This development is pushed by subscriber development throughout our Fiber
community relative to the three months ended June 30, 2021, in addition to the
continued enlargement of our Ting Internet footprint to new Ting cities all through
the United States. Included on this present interval enhance is $2.2 million of
revenues attributed to the prior interval acquisition of Simply Bits, which closed
within the fourth quarter of Fiscal 2021.



Fiber Internet Services generated $20.0 million in internet income throughout the six
months ended June 30, 2022, up $9.4 million or 89% in comparison with the six months
ended June 30, 2021. This development is pushed by subscriber development throughout our Fiber
community relative to the six months ended June 30, 2021, in addition to the continued
enlargement of our Ting Internet footprint to new Ting cities all through the United
States. Included on this present interval enhance is $4.5 million of revenues
attributed to the prior interval acquisition of Simply Bits, which closed within the
fourth quarter of Fiscal 2021.



As of June 30, 2022, Ting Internet had entry to 86,000 owned
infrastructure serviceable addresses, 18,000 companion infrastructure serviceable
addresses and 30,000 energetic subscribers beneath its administration; in comparison with having
entry to 65,000 owned infrastructure serviceable addresses, 13,000 companion
infrastructure serviceable addresses and 20,000 energetic subscribers beneath its
administration as of June 30, 2021. These figures embody the rise in
serviceable addresses and subscribers attributable to the acquisition of
Cedar in January 2020, however exclude these of Simply Bits.



Platform Services



Platform Services



Net revenues from Platform Services for the three months ended June 30,
2022 elevated by $5.3 million to $8.0 million as in comparison with the three months
ended June 30, 2021. This is pushed from elevated MONOS platform revenues (each
fastened and variable) charges earned from the migration of extra DISH
subscribers, from their Boost Mobile model onto our new platform. Our
full-service platforms help CSPs with subscription and billing administration,
community orchestration and provisioning, and particular person developer instruments. Wavelo
launched as a confirmed asset for CSPs, with DISH utilizing Wavelo's MONOS software program to
drive extra worth inside its Digital Operator Platform since early 2021.
More not too long ago, Ting Internet has additionally built-in Wavelo's ISOS software program to
allow quicker subscriber development and footprint enlargement. Any intercompany ISOS
revenues earned from Ting Internet are eradicated upon consolidation.



Net revenues from Platform Services for the six months ended June 30,
2022 elevated by $10.7 million to $14.1 million as in comparison with the six months
ended June 30, 2021. This is pushed from elevated MONOS platform revenues (each
fastened and variable) charges earned from the migration of extra DISH
subscribers, from their Boost Mobile model onto our new platform. Our
full-service platforms help CSPs with subscription and billing administration,
community orchestration and provisioning, and particular person developer instruments. Wavelo
launched as a confirmed asset for CSPs, with DISH utilizing Wavelo's MONOS software program to
drive extra worth inside its Digital Operator Platform since early 2021.
More not too long ago, Ting Internet has additionally built-in Wavelo's ISOS software program to
allow quicker subscriber development and footprint enlargement. Any intercompany ISOS
revenues earned from Ting Internet are eradicated upon consolidation.



Other Professional Services



Net revenues from Other Professional Services for the three months ended June
30, 2022 elevated to $1.0 million as in comparison with the three months ended June
30, 2021. This enhance was the results of completion of choose standalone
know-how companies growth work within the present interval, the place three months
ended June 30, 2021 didn't have any revenues from comparable companies.



Net revenues from Other Professional Services for the six months ended June 30,
2022 elevated to $1.8 million as in comparison with the six months ended June 30,
2021. This enhance was the results of completion of choose standalone know-how
companies growth work within the present interval, the place six months ended June 30,
2021 didn't have any revenues from comparable companies.



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Domain Services



Wholesale - Domain Services



During the three months ended June 30, 2022, Wholesale area companies
internet income decreased by $0.9 million to $47.0 million, when in comparison with the
three months ended June 30, 2021. Decreases from Wholesale area registrations
have been pushed from the continued normalization of area title registration development
and slowed renewal charges from these noticed on account of the COVID-19
pandemic in prior years.



During the six months ended June 30, 2022, Wholesale area companies internet income
decreased by $1.1 million to $93.8 million, when in comparison with the six months
ended June 30, 2021. Decreases from Wholesale area registrations have been pushed
from the continued normalization of area title registration development and slowed
renewal charges from these noticed on account of the COVID-19 pandemic in prior
years.



Total domains that have been managed beneath the OpenSRS, eNom, EPAG, and Ascio area
companies decreased by 0.8 million domains to 24.8 million as of June 30,
2022, when in comparison with 25.6 million at June 30, 2021. The lower in domains
beneath administration got here largely from eNom, with smaller decreases from OpenSRS
and the European manufacturers, Ascio and EPAG.



Wholesale – Value Added Services



During the three months ended June 30, 2022, value-added companies internet income
elevated by $0.1 million to $5.6 million in comparison with the three months ended
June 30, 2021. The enhance was primarily pushed by elevated expiry income of
$0.2 million from the OpenSRS, eNom, Ascio manufacturers and their respective area
expiry streams, and was partially offset by decreases in Digital Certificates,
Email and Other revenues of $0.1 million.



During the six months ended June 30, 2022, value-added companies income
elevated by $0.6 million to $11.2 million in comparison with the six months ended June
30, 2021. The enhance was primarily pushed by elevated expiry income of $1.0
million from the OpenSRS, eNom, Ascio manufacturers and their respective area expiry
streams, and was partially offset by different small decreases in Digital
Certificates, Email and Other revenues of $0.4 million.



Retail



During the three months ended June 30, 2022, retail area companies internet
income decreased by $0.4 million or 4% to $8.5 million in comparison with the three
months ended June 30, 2021. This was pushed by decreased revenues associated to
retail area title registrations of $0.5 million and partially offset by a small
enhance in Exact Hosting revenues of lower than $0.1 million.



During the six months ended June 30, 2022, retail area companies
internet income decreased by $0.5 million or 3% to $17.5 million in comparison with the six
months ended June 30, 2021. This was pushed by decreased revenues associated to
retail area title registrations of $0.9 million and partially offset by a
one-time outsized area title portfolio gross sales of $0.2 million and a small
enhance in Exact Hosting revenues of lower than $0.2 million.



Corporate – Mobile Services and Eliminations



Net revenues from Mobile Services and Eliminations for the three months
ended June 30, 2022 decreased by $1.7 million or 38% to $2.8 million as in contrast
to the three months ended June 30, 2021. This lower was pushed by decreased
transitional companies of $1.5 million, notably from a decreased degree of
buyer help and advertising companies offered to DISH in reference to the
legacy Ting Mobile buyer base. The Company expects transitional companies
revenues to proceed to lower via the rest of Fiscal 2022 and
thereafter as companies are established immediately by DISH. Additionally, there was
a small lower in revenues of lower than $0.1 million from the cell telephony
companies and system revenues related to the small group of shoppers
retained by the Company as a part of the DISH Purchase Agreement. The income
lower was pushed by a bigger portion of the retained buyer base and all
new clients being billed on the limitless utilization price plans launched in late
Fiscal 2020, leading to a lower in revenues as in comparison with legacy tiered
utilization price plans. These decreases have been partially offset by elevated company
eliminations on account of the revenues related to ISOS platform billing
between Wavelo and Ting Internet, which started in Fiscal 2022.



Net revenues from Mobile Services and Eliminations for the six months ended June
30, 2022 decreased by $2.8 million or 33% to $5.7 million as in comparison with the six
months ended June 30, 2021. This lower was pushed by decreased transitional
companies of $2.7 million, notably from a decreased degree of buyer help and
advertising companies offered to DISH in reference to the legacy Ting Mobile
buyer base. The Company expects transitional companies revenues to proceed to
lower via the rest of Fiscal 2022 and thereafter as companies are
established immediately by DISH. This lower was partially offset by a rise
in revenues of $0.3 million related to the cell telephony companies and
system revenues related to the small group of shoppers retained by the
Company as a part of the DISH Purchase Agreement. Revenues elevated in consequence
of the natural development we skilled via Fiscal 2021, caused by new
limitless utilization price plans launched in late Fiscal 2020. Additionally,
company eliminations elevated on account of the revenues related to
ISOS platform billing between Wavelo and Ting Internet, which started in Fiscal
2022.



COST OF REVENUES



Fiber Internet Services



Cost of revenues primarily consists of the prices for provisioning excessive pace
Internet entry, which is comprised of community entry charges paid to third-parties
to make use of their community, leased circuit prices to immediately help enterprise
clients, the personnel and associated bills (internet of capitalization) associated to
the bodily planning, design, building and construct out of the bodily Fiber
community and in addition to personnel and associated bills (internet of capitalization)
associated to the set up, restore, upkeep and total area service
supply of the Fiber enterprise. Hardware prices embody the price of tools
offered to finish clients, together with routers, ONTs, and IPTV merchandise, and any
stock changes on this stock. Other prices embody area car
bills, and small sundry tools and provides consumed in constructing the Fiber
community.



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Platform Services



Platform Services



Cost of revenues, if any, to supply the MONOS, ISOS and Platypus Billing
software program companies together with community entry, provisioning and billing companies
for CSPs. This consists of the amortization of any capitalized contract achievement
prices over the interval in line with the sample of transferring community
entry, provisioning and billing companies to which the price relates.
Additionally, this consists of any charges paid to third-party service suppliers
primarily for printing companies in reference to the Platypus Billing system.



Other Professional Services



Cost of revenues to supply standalone know-how companies growth work to
our CSP clients to assist help their companies. This consists of any personnel
and contractor charges for any shopper service sources retained by the Company.
Only a subset of the Company's worker base gives skilled companies to
our clients. This value displays that group of sources.



Domain Services



Wholesale - Domain Services



Cost of revenues for area registrations represents the amortization of
registry and accreditation charges on a foundation in line with the popularity of
revenues from our clients, specifically rateably over the time period of provision of the
service. Registry charges, the first element of value of revenues, are paid in
full when the area is registered, and are initially recorded as pay as you go area
registry charges. This accounting therapy moderately approximates a recognition
sample that corresponds with the availability of the companies throughout the interval.
Market growth funds that don't symbolize a fee for distinct items or
companies offered by the Company, and thus don't meet the factors for income
recognition beneath ASU 2014-09, are mirrored as value of products offered and are
acknowledged as earned.



Wholesale – Value-Added Services



Costs of revenues for value-added companies embody licensing and royalty prices
associated to the provisioning of sure elements of associated to hosted e-mail and
charges paid to third-party internet hosting companies. Fees payable for belief certificates
are amortized on a foundation in line with the availability of service, typically one
yr, whereas e-mail internet hosting charges and month-to-month printing charges are included in value of
revenues within the month they're incurred.



Retail



Costs of revenues for our provision and administration of Internet companies via
our retail websites, Hover.com and the eNom branded websites, embody the amortization
of registry charges on a foundation in line with the popularity of revenues from our
clients, specifically rateably over the time period of provision of the service. Registry
charges, the first element of value of revenues, are paid in full when the
area is registered, and are recorded as pay as you go area registry charges and are
expensed rateably over the renewal time period. Costs of revenues for our surname
portfolio symbolize the amortization of registry charges for domains added to our
portfolio over the renewal interval, which is usually one yr, the worth
attributed beneath intangible property to any area title offered and any impairment
fees which will come up from our evaluation of our area title intangible
property.



Corporate – Mobile Services and Eliminations



Cost of revenues for Retail Mobile Services consists of the prices of provisioning
cell companies, which is primarily our clients' voice, messaging, knowledge utilization
offered by our MNO companion, and the prices of offering cell phone {hardware},
which is the price of cell phone units and SIM playing cards offered to our clients,
order achievement associated bills, and stock write-downs. Included within the
prices of provisioning cell companies is any penalties related to the
minimal commitments with our MNO companion.



These Mobile Services prices additionally embody the personnel and associated prices of
transitional companies offered to DISH. These are billed month-to-month at set and
established charges for companies offered in interval and embody the availability of
gross sales, advertising, buyer help, order achievement, and knowledge analytics
associated to the legacy buyer base offered to DISH. The Company acknowledges prices
because the Company satisfies its obligations to supply skilled companies. The
Company expects transitional companies prices to proceed to lower via the
the rest of Fiscal 2022 and thereafter as companies are established immediately by
DISH.



Network bills



Network bills embody personnel and associated bills associated to the core
applied sciences, web site reliability engineering and community operations, IT
infrastructure and provide chain groups that help our varied enterprise
segments. It additionally consists of community depreciation and amortization, communication
and productiveness software prices, and tools upkeep prices. Communication and
productiveness software prices consists of collaboration, buyer help, bandwidth,
co-location and provisioning prices we incur to help the provision of all our
companies.



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The following desk presents our value of revenues, by income supply:

(Dollar quantities in hundreds of U.S. For the Three Months Ended June
{dollars})

                                               30,                  

For the Six Months Ended June 30,

                                            2022                 2021               2022                   2021

Fiber Internet Services:
Fiber Internet Services                 $      4,417         $      3,006     $          8,455       $          5,614

Platform Services:
Platform Services                                202                  113                  387                    198
Other Professional Services                      856                    -                1,632                      -
Total Platform Services                        1,058                  113                2,019                    198

Domain Services:
Wholesale
Domain Services                               36,938               37,707               73,335                 73,483
Value Added Services                             643                  583                1,299                  1,180
Total Wholesale                               37,581               38,290               74,634                 74,663

Retail                                         3,519                4,497                8,278                  8,898
Total Domain Services                         41,100               42,787               82,912                 83,561

Corporate:
Mobile companies and eliminations               2,725                3,227                5,335                  5,947

Network Expenses:
Network, different prices                           4,764                3,612                8,944                  6,850
Network, depreciation of property and
tools                                      6,589                4,084               12,484                  7,722
Network, amortization of intangible
property                                           378                   24                  756                    323
Network, impairment of property and
tools                                          -                    1                   27                     61
                                              11,731                7,721               22,211                 14,956

                                        $     61,031         $     56,854     $        120,932       $        110,276
Increase over prior interval              $      4,177                          $         10,656
Increase - proportion                              7 %                                      10 %



The following desk presents our value of revenues, as a proportion of complete value
of revenues for the intervals offered:



                                            For the Three Months Ended June 30,             For the Six Months Ended June 30,
                                              2022                       2021                2022                      2021

Fiber Internet Services:
Fiber Internet Services                                7 %                        5 %                 7 %                       5 %


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

Domain Services:
Wholesale
Domain Services                                       61 %                       67 %                62 %                      68 %
Value Added Services                                   1 %                        1 %                 1 %                       1 %
Total Wholesale                                       62 %                       68 %                63 %                      69 %

Retail                                                 6 %                        8 %                 7 %                       8 %
Total Domain Services                                 68 %                       76 %                70 %                      77 %

Corporate:
Mobile companies and eliminations                       4 %                        6 %                 4 %                       5 %

Network Expenses:
Network, different prices                                   8 %                        6 %                 7 %                       6 %
Network, depreciation of property and
tools                                             11 %                        7 %                10 %                       7 %
Network, amortization of intangible
property                                                 1 %                        0 %                 1 %                       0 %
Network, impairment of property and
tools                                              0 %                        0 %                 0 %                       0 %
                                                      20 %                       13 %                18 %                      13 %

                                                     100 %                      100 %               100 %                     100 %




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Total value of revenues for the three months ended June 30, 2022, elevated
by $4.1 million, or 7%, to $61.0 million from $56.9 million within the three months
ended June 30, 2021. The three-month enhance in value of revenues was pushed by
a $4.0 million enhance in Network Expenses. The enhance from Network Expenses
is a results of the enlargement of the Company's elevated community infrastructure
related to the persevering with enlargement of the Ting Internet community footprint,
the ramp up of Wavelo's MONOS and ISOS platforms, in addition to
elevated communication and productiveness software prices throughout our working
segments. Another contributing issue was a $1.4 million enhance from the Fiber
Internet Services phase. As mentioned above within the Net Revenues part, our
Fiber Internet Services phase has continued so as to add each serviceable addresses
and energetic subscriptions relative to the three months ended June 30,
2021. Additionally, we skilled a $0.9 million enhance from Platform
Services, pushed by the completion of choose standalone know-how companies
growth work for DISH within the present interval. These will increase have been partially
offset by a $1.7 million lower associated to Domain Services and a $0.5 million
lower associated to Mobile Services and eliminations. The lower in prices
for Domain Services is aligned with the decreased internet revenues mentioned above in
the Net Revenues part and discount in domains beneath administration within the
present interval. The lower associated to Mobile Services and eliminations can be
pushed by decreased transitional companies prices from the availability of much less
transitional companies to DISH within the present interval, partially offset by
elevated penalties related to the minimal commitments with our MNO
companion.



Total value of revenues for the six months ended June 30, 2022,
elevated by $10.6 million, or 10%, to $120.9 million from $110.3 million within the
six months ended June 30, 2021. The six-month enhance in value of revenues
was pushed by a $7.3 million enhance in Network Expenses. The enhance from
Network Expenses is a results of the enlargement of the Company's elevated community
infrastructure related to the persevering with enlargement of the Ting Internet
community footprint, the ramp up of Wavelo's MONOS and ISOS platforms, in addition to
elevated communication and productiveness software prices throughout our working
segments. Another contributing issue was a $2.8 million enhance from the Fiber
Internet Services phase. As mentioned above within the Net Revenues part, our
Fiber Internet Services phase has continued so as to add each serviceable addresses
and energetic subscriptions relative to the six months ended June 30,
2021. Additionally, we skilled a $1.8 million enhance from Platform
Services, pushed by the completion of choose standalone know-how companies
growth work for DISH within the present interval. These will increase have been partially
offset by a $0.6 million lower associated to Domain Services and a $0.6 million
lower associated to Mobile Services and eliminations. The lower in prices
for Domain Services is aligned with the decreased internet revenues mentioned above in
the Net Revenues part and discount in domains beneath administration within the
present interval. The lower associated to Mobile Services and eliminations can be
pushed by decreased transitional companies prices from the availability of much less
transitional companies to DISH within the present interval, partially offset by
elevated penalties related to the minimal commitments with our MNO
companion.



Deferred prices of achievement as of June 30, 2022 elevated by $1.1 million, or
1%, to $113.8 million from $112.7 million at December 31, 2021. This enhance
was primarily pushed by Domain Services, accounting for $2.8 million of the
enhance which is as a result of enhance in present interval deferred prices for
area title registrations and repair renewals which generally happen on the
starting of a Fiscal Year. This was partially offset by a lower from
Platform Services of $1.7 million. The deferred prices of achievement related
with Platform Services is particularly associated to the completion of Other
Professional Services mentioned above for standalone know-how companies
growth work with DISH. As these skilled companies have been accomplished within the
present interval, the deferred prices to satisfy these companies have been amortized into
prices of revenues.



Fiber Internet Services



During the three months ended June 30, 2022, prices associated to provisioning excessive
pace Internet entry elevated $1.4 million or 47%, to $4.4 million as in contrast
to $3.0 million throughout three months ended June 30, 2021. The enhance in prices
have been primarily pushed by elevated direct prices, bandwidth and colocation
prices associated to the continued enlargement of the Ting Fiber community. Included in
this present interval enhance is $0.6 million of prices of revenues attributed to
the prior interval acquisition of Simply Bits, which closed within the fourth quarter
of Fiscal 2021.

During the six months ended June 30, 2022, prices associated to provisioning excessive
pace Internet entry elevated $2.9 million or 52%, to $8.5 million as in contrast
to $5.6 million throughout six months ended June 30, 2021. The enhance in prices
have been primarily pushed by elevated direct prices, bandwidth and colocation
prices associated to the continued enlargement of the Ting Fiber community. Included in
this present interval enhance is $1.1 million of prices of revenues attributed to
the prior interval acquisition of Simply Bits, which closed within the fourth quarter
of Fiscal 2021.



Platform Services


Platform Services



Cost of revenues from Platform Services for the three months ended June 30,
2022 elevated $0.1 million or 79%, to $0.2 million as in comparison with $0.1 million
for the three months ended June 30, 2021. Costs incurred are pushed by the
amortization of beforehand capitalized prices incurred to satisfy the DISH Master
Services Agreement ("MSA") over the time period of the settlement. The continued
incurrence of extra prices to satisfy the contract have resulted in
elevated amortization within the present interval relative to the fastened time period of the
settlement.



Cost of revenues from Platform Services for the six months ended June 30,
2022 elevated $0.2 million or 95%, to $0.4 million as in comparison with $0.2 million
for the six months ended June 30, 2021. Costs incurred are pushed by the
amortization of beforehand capitalized prices incurred to satisfy the DISH
MSA over the time period of the settlement. The continued incurrence of extra prices
to satisfy the contract have resulted in elevated amortization within the present
interval relative to the fastened time period of the settlement.



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Other Professional Services



Cost of revenues from Other Professional Services for the three months
ended June 30, 2022 elevated $0.9 million or 100%, to $0.9 million as
in comparison with nil for the three months ended June 30, 2021. Costs incurred
symbolize the personnel and associated bills of workers and contractors
offering skilled companies to DISH. The enhance in Other Professional
Services prices relative to the prior interval was a results of the completion of
choose standalone know-how companies growth work for DISH within the present
interval. No comparable prices have been incurred within the prior interval.



Cost of revenues from Other Professional Services for the six months ended June
30, 2022 elevated $1.6 million or 100%, to $1.6 million as in comparison with nil for
the six months ended June 30, 2021. Costs incurred symbolize the personnel and
associated bills of workers and contractors offering skilled companies to
DISH. The enhance in Other Professional Services prices relative to the prior
interval was a results of the completion of choose standalone know-how companies
growth work for DISH within the present interval. No comparable prices have been
incurred within the prior interval.



Domain Services



Wholesale - Domain Services



Costs for Wholesale area companies for the three months ended June 30,
2022 decreased by $0.8 million or 2%, to $36.9 million, as in comparison with $37.7
million for the three months ended June 30, 2021. The lower is aligned with
the dialogue above within the Net Revenue part related to the continued
normalization of area title registrations, slowed renewal charges and discount
in domains beneath administration within the present interval.



Costs for Wholesale area companies for the six months ended June 30,
2022 decreased by $0.2 million or 0.3%, to $73.3 million, as in contrast
to $73.5 million for the six months ended June 30, 2021. The lower is aligned
with the dialogue above within the Net Revenue part related to the
continued normalization of area title registrations, slowed renewal charges and
discount in domains beneath administration within the present interval. The lower is
partially offset by the prior interval together with vital registry rebates
earned from the robust efficiency and additions to domains beneath administration as
a results of the COVID-19 pandemic throughout Fiscal 2020. No comparable rebates have been
earned from registries within the present interval.



Wholesale – Value-Added Services



Costs for wholesale value-added companies for the three months ended June 30,
2022 remained flat at $0.6 million, as in comparison with the three months ended June
30, 2021.



Costs for wholesale value-added companies for the six months ended June 30,
2022 elevated by $0.1 million or 8%, to $1.3 million, as in contrast
to $1.2 million for the six months ended June 30, 2021. This was pushed by
will increase in Digital Certificates and expiry stream prices of $0.2 million throughout
the six months ended June 30, 2021, offset by a small lower in e-mail companies
prices of lower than $0.1 million.



Retail



Costs for retail area companies for the three months ended June 30,
2022 decreased by $1.0 million or 22%, to $3.5 million, as in comparison with $4.5
million for the three months ended June 30, 2021. This was pushed by decreased
prices associated to retail area title registrations of $0.9 million from decrease
retail registrations and furthered by a small lower in Exact Hosting value of
revenues of lower than $0.1 million.



Costs for retail area companies for the six months ended June 30,
2022 decreased by $0.6 million or 7%, to $8.3 million, as in comparison with $8.9
million for the six months ended June 30, 2021. This was pushed by decreased
prices associated to retail area title registrations of $0.6 million from decrease
retail registrations and furthered by a small lower in Exact Hosting value of
revenues of lower than $0.1 million.



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Corporate – Mobile Services and Eliminations

Cost of revenues from Mobile Services and Eliminations for the three months
ended June 30, 2022 decreased by $0.5 million or 16%, to $2.7 million
from $3.2 million within the three months ended June 30, 2021. Consistent with the
above dialogue round internet revenues, this was a pushed by decreased
transitional companies prices of $1.3 million, notably from a decreased degree of
buyer help and advertising companies offered to DISH in reference to the
legacy Ting Mobile buyer base. The Company expects transitional companies
prices of revenues to proceed to lower via the rest of Fiscal 2022
and thereafter as companies are established immediately by DISH. This lower was
partially offset by a rise in prices of revenues of $0.8 million related
with the cell telephony companies and system prices related to the small
group of shoppers retained by the Company as a part of the DISH Purchase
Agreement. Costs of revenues elevated on account of the natural development of the
buyer base we skilled via Fiscal 2021, caused by new limitless
utilization price plans launched in late Fiscal 2020 in addition to the accrual of
$0.4 million of penalties in reference to failing to satisfy the minimal
commitments with the MNO companion. The Company expects to proceed to incur
penalties via Fiscal 2022 and thereafter till the contract is full.

Cost of revenues from Mobile Services and Eliminations for the six months ended
June 30, 2022 decreased by $0.6 million or 10%, to $5.3 million
from $5.9 million within the six months ended June 30, 2021. Consistent with the
above dialogue round internet revenues, this was a pushed by decreased
transitional companies prices of $2.4 million, notably from a decreased degree of
buyer help and advertising companies offered to DISH in reference to the
legacy Ting Mobile buyer base. The Company expects transitional companies
prices of revenues to proceed to lower via the rest of Fiscal 2022
and thereafter as companies are established immediately by DISH. This lower was
partially offset by a rise in prices of revenues of $1.8 million related
with the cell telephony companies and system prices related to the small
group of shoppers retained by the Company as a part of the DISH Purchase
Agreement. Costs of revenues elevated on account of the natural development of the
buyer base we skilled via Fiscal 2021, caused by new limitless
utilization price plans launched in late Fiscal 2020 in addition to the accrual of
$0.7 million of penalties in reference to failing to satisfy the minimal
commitments with the MNO companion. The Company expects to proceed to incur
penalties via Fiscal 2022 and thereafter till the contract is full.

Network Expenses

Network prices for the three months ended June 30, 2022 elevated by $4.0 million
or 52%, to $11.7 million, as in comparison with $7.7 million for the three months ended
June 30, 2021. The three-month enhance was pushed by elevated depreciation of
$2.5 million pushed by the Company's elevated community infrastructure related
with the persevering with enlargement of the Ting Internet footprint and depreciation of
Wavelo's new MONOS platform. This enhance from depreciation was adopted by
elevated community prices of $1.1 million from elevated personnel and contracted
service prices centered on Fiber Internet Services and Platform Services segments,
in addition to a small enhance in amortization of intangible property of $0.4 million
attributed to the prior interval acquisition of Simply Bits, which closed within the
fourth quarter of Fiscal 2021.



Network prices for the six months ended June 30, 2022 elevated by $7.2 million
or 48%, to $22.2 million, as in comparison with $15.0 million for the six months ended
June 30, 2021. The six-month enhance was pushed by elevated depreciation of
$4.8 million pushed by the Company's elevated community infrastructure related
with the persevering with enlargement of the Ting Internet footprint and depreciation of
Wavelo's new MONOS platform. This enhance from depreciation was adopted by
elevated community prices of $2.1 million from elevated personnel and contracted
service prices centered on Fiber Internet Services and Platform Services segments,
in addition to a small enhance in amortization of intangible property of $0.4 million
pushed by the prior interval acquisition of Simply Bits, partially offset by the
full amortization of Ascio Technology intangible asset within the six months ended
June 30, 2021.



SALES AND MARKETING



Sales and advertising bills consist primarily of personnel prices. These prices
embody commissions and associated bills of our gross sales, product administration,
public relations, name heart, help and advertising personnel. Other gross sales and
advertising bills embody buyer acquisition prices, promoting and different
promotional prices.



(Dollar quantities in hundreds of
U.S. {dollars})                          For the Three Months Ended June 30,  

For the Six Months Ended June 30,

                                          2022                   2021                 2022                      2021
Sales and advertising                   $     13,503         $          9,376     $          25,490         $          17,687
Increase over prior interval            $      4,127                              $           7,803
Increase - proportion                           44 %                                           44 %
Percentage of internet revenues                      16 %                     12 %                  16 %                      12 %




Sales and advertising bills for the three months ended June 30, 2022 elevated
by $4.1 million, or 43%, to $13.5 million as in comparison with the three months ended
June 30, 2021. This three-month enhance primarily associated to the funding in
hiring extra personnel for each Ting Internet and Wavelo's gross sales, product,
advertising, buyer help and success groups to drive development in our Fiber
Internet Services phase and to help the launch and go to market technique of
our Platform Services phase. The present interval additionally consists of the groups
acquired as a part of the Simply Bits acquisition. Outside of extra hiring,
personnel prices have been considerably impacted by wage inflation throughout our three
segments, with issued will increase in extra of 5% to align with financial
situations and market charges. In addition to personnel associated prices, each
advertising associated prices and facility prices elevated to drive energetic
subscription development given the rise in serviceable addresses out there to our
Fiber Internet Services phase and to help our rising workforce in choose
Ting cities throughout the United States.



Sales and advertising bills for the six months ended June 30, 2022 elevated
by $7.8 million, or 44%, to $25.5 million as in comparison with the six months ended
June 30, 2021. This six-month enhance primarily associated to the funding in
hiring extra personnel for each Ting Internet and Wavelo's gross sales, product,
advertising, buyer help and success groups to drive development in our Fiber
Internet Services phase and to help the launch and go to market technique of
our Platform Services phase. The present interval additionally consists of the groups
acquired as a part of the Simply Bits acquisition. Outside of extra hiring,
personnel prices have been considerably impacted by wage inflation throughout our three
segments, with issued will increase in extra of 5% to align with financial
situations and market charges. In addition to personnel associated prices, each
advertising associated prices and facility prices elevated to drive energetic
subscription development given the rise in serviceable addresses out there to our
Fiber Internet Services phase and to help our rising workforce in choose
Ting cities throughout the United States.



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TECHNICAL OPERATIONS AND DEVELOPMENT



Technical operations and growth bills consist primarily of personnel
prices and associated bills required to help the event of recent or
enhanced service choices and the upkeep and upgrading of present
infrastructure. This consists of bills incurred within the analysis, design and
growth of know-how that we use to register domains, Platform
Services, Fiber Internet Services, e-mail, retail, area portfolio and different
Internet companies, in addition to to distribute our digital content material companies. All
technical operations and growth prices are expensed as incurred.



(Dollar quantities in hundreds of
U.S. {dollars})                             For the Three Months Ended June 30,             For the Six Months Ended June 30,
                                            2022                      2021                  2022                     2021
Technical operations and
growth                           $           3,465         $           3,170     $          7,230         $          6,302
Increase over prior interval            $             295                               $            928
Increase - proportion                                 9 %                                           15 %
Percentage of internet revenues                            4 %                       4 %                  4 %                      4 %




Technical operations and growth bills for the three months ended June
30, 2022 elevated by $0.3 million, or 9%, to $3.5 million when in comparison with the
three months ended June 30, 2021. The enhance in prices relates primarily to
elevated spending on each personnel prices and exterior contractors to supply
growth sources to help our inside engineering groups with
growth facets of the MONOS and ISOS platforms. Personnel prices have been additionally
considerably impacted by wage inflation throughout our three segments, with issued
will increase in extra of 5% to align with financial situations and market charges.



Technical operations and growth bills for the six months ended June 30,
2022 elevated by $0.9 million, or 15%, to $7.2 million when in comparison with the six
months ended June 30, 2021. The enhance in prices relates primarily to
elevated spending on each personnel prices and exterior contractors to supply
growth sources to help our inside engineering groups with
growth facets of the MONOS and ISOS platforms. Personnel prices have been additionally
considerably impacted by wage inflation throughout our three segments, with issued
will increase in extra of 5% to align with financial situations and market charges.



GENERAL AND ADMINISTRATIVE


General and administrative bills consist primarily of compensation and
associated prices for managerial and administrative personnel, charges for skilled
companies, public itemizing bills, lease, international change and different common
company bills.



(Dollar quantities in hundreds of
U.S. {dollars})                             For the Three Months Ended June 30,              For the Six Months Ended June 30,
                                            2022                      2021                  2022                      2021
General and administrative            $           6,814         $           5,210     $          14,110         $          10,163
Increase over prior interval            $           1,604                               $           3,947
Increase - proportion                                31 %                                            39 %
Percentage of internet revenues                            8 %                       7 %                   9 %                       7 %




General and administrative bills for the three months ended June 30, 2022
elevated by $1.6 million, or 31% to $6.8 million as in comparison with the three
months ended June 30, 2021.  The enhance was primarily pushed by a rise in
personnel prices pushed by the expansion of groups acquired as a part of the Simply
Bits acquisition and continued funding in hiring for administrative groups to
higher help our segments as a part of our new company reorganization. Outside
of extra hiring, personnel prices have been considerably impacted by wage
inflation throughout our three segments, with issued will increase in extra of 5% to
align with financial situations and market charges. Another driver of the rise
was the upper stock-based compensation bills with the intention to entice, retain and
scale core administrative groups to satisfy projected Company
development. Smaller contributors to the rise embody different miscellaneous
bills equivalent to enterprise taxes, financial institution fees and facility prices pushed by our
Fiber Internet Services phase and the persevering with enlargement of the Ting
Internet footprint.



General and administrative bills for the six months ended June 30, 2022
elevated by $3.9 million, or 39% to $14.1 million as in comparison with the six months
ended June 30, 2021.  The enhance was primarily pushed by a rise in
personnel prices pushed by the expansion of groups acquired as a part of the Simply
Bits acquisition and continued funding in hiring for administrative groups to
higher help our segments as a part of our new company reorganization. Outside
of extra hiring, personnel prices have been considerably impacted by wage
inflation throughout our three segments, with issued will increase in extra of 5% to
align with financial situations and market charges. Another driver of the rise
was the upper stock-based compensation bills with the intention to entice, retain and
scale core administrative groups to satisfy projected Company
development. Smaller contributors to the rise embody different miscellaneous
bills equivalent to enterprise taxes, financial institution fees and facility prices pushed by our
Fiber Internet Services phase and the persevering with enlargement of the Ting
Internet footprint.



DEPRECIATION OF PROPERTY AND EQUIPMENT



(Dollar quantities in hundreds of
U.S. {dollars})                             For the Three Months Ended June 30,             For the Six Months Ended June 30,
                                            2022                       2021                2022                      2021
Depreciation of property and
tools                             $            146           $            127     $           294           $           248
Increase over prior interval            $             19                                $            46
Increase - proportion                               15 %                                           19 %
Percentage of internet revenues                           0 %                        0 %                 0 %                       0 %



Depreciation prices remained flat for the three months ended June 30, 2022
at $0.1 million when in comparison with the three months ended June 30, 2021.

Depreciation prices elevated lower than $0.1 million for the six months
ended June 30, 2022, to $0.3 million when in comparison with the six months ended June
30, 2021
. This enhance was a results of elevated fastened property within the interval.



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AMORTIZATION OF INTANGIBLE ASSETS



(Dollar quantities in hundreds of
U.S. {dollars})                             For the Three Months Ended June 30,             For the Six Months Ended June 30,
                                            2022                      2021                  2022                     2021
Amortization of intangible property     $           2,465         $           2,322     $          4,930         $          4,642
Increase over prior interval            $             143                               $            288
Increase - proportion                                 6 %                                            6 %
Percentage of internet revenues                            3 %                       3 %                  3 %                      3 %



Amortization of intangible property for the three months ended June 30,
2022
elevated by $0.1 million to $2.5 million as in comparison with the three months
ended June 30, 2021. This enhance was a results of the acquisition of
Uniregistry property within the fourth quarter of Fiscal 2021.

Amortization of intangible property for the six months ended June 30,
2022
elevated by $0.3 million to $4.9 million as in comparison with the six months
ended June 30, 2021. This enhance was a results of the acquisition of
Uniregistry property within the fourth quarter of Fiscal 2021.

LOSS (GAIN) ON CURRENCY FORWARD CONTRACTS



Although our practical forex is the U.S. greenback, a significant portion of our
fastened bills are incurred in Canadian {dollars}. Our purpose with regard to international
forex publicity is, to the extent attainable, to realize operational value
certainty, handle monetary publicity to sure international change fluctuations
and to neutralize a few of the impression of international forex change actions.
Accordingly, we enter into international change contracts to mitigate the change
price threat on parts of our Canadian greenback publicity.



(Dollar quantities in hundreds of
U.S. {dollars})                            For the Three Months Ended June 

30, For the Six Months Ended June 30,

                                            2022                      2021              2022                    2021
Loss (acquire) on forex ahead
contracts                             $               -           $          63     $           -         $           (190 )
Decrease over prior interval            $             (63 )                           $         190
Decrease - proportion                               100 %                                     100 %
Percentage of internet revenues                            - %                     - %               - %                      - %




The Company recorded a internet lack of nil within the change in truthful worth of
excellent contracts in addition to realized on matured contracts throughout the three
months ended June 30, 2022, in comparison with a internet lack of $0.1 million throughout the
three months ended June 30, 2021.



The Company recorded a internet lack of nil within the truthful worth of excellent
contracts in addition to realized on matured contracts throughout the six months ended
June 30, 2022, in comparison with a internet acquire of $0.2 million throughout the six months June
30, 2021.



At June 30, 2022, our steadiness sheet displays a spinoff instrument asset of
$2.0 million and a legal responsibility of lower than $0.1 million on account of our
present international change contracts. Until their respective maturity dates,
these contracts will fluctuate in worth according to actions within the Canadian
greenback relative to the U.S. greenback.



OTHER INCOME (EXPENSES)



(Dollar quantities in hundreds of
U.S. {dollars})                          For the Three Months Ended June 30,  

For the Six Months Ended June 30,

                                          2022                    2021                 2022                       2021
Other revenue (expense), internet           $      2,048           $         3,722     $           4,955           $         8,085
Increase over prior interval            $     (1,674 )                             $          (3,130 )
Increase - proportion                          (45 )%                                          (39 )%
Percentage of internet revenues                       2 %                       5 %                   3 %                       6 %




Other Income throughout the three months ended June 30, 2022 decreased by $1.7
million when in comparison with the three months ended June 30, 2021. This was pushed
by increased curiosity incurred on our Second Amended 2019 Credit Facility (as
outlined under) of $1.4 million with nearly all of the borrowings used to
help the present build-out of the Ting Internet fiber community, and former
mortgage steadiness obtained to fund the acquisition of eNom, Ascio, Cedar and Simply
Bits. In addition to increased curiosity expense, the Company skilled a $0.3
million lower within the acquire on sale of Ting Customer Assets to DISH within the
present interval. As described above, the Company receives a payout on the margin
related to the legacy buyer base offered to DISH over the 10-year time period of
the settlement, as type of consideration for the sale of the legacy buyer
relationships. The Company expects the acquire on the sale of Ting Customer Assets
to proceed to lower over the time period of the payout as legacy clients
naturally churn away from Ting Mobile.



Other Income throughout the six months ended June 30, 2022 decreased by $3.1 million
when in comparison with the six months ended June 30, 2021. This was partly because of
increased curiosity incurred on our Second Amended 2019 Credit Facility (as outlined
under) of $2.3 million with nearly all of the borrowings used to help the
present build-out of the Ting Internet fiber community, and former mortgage steadiness
obtained to fund the acquisition of eNom, Ascio, Cedar and Simply Bits. In
addition to increased curiosity expense, the Company skilled a $0.9 million
lower within the acquire on sale of Ting Customer Assets to DISH within the present
interval. As described above, the Company receives a payout on the margin
related to the legacy buyer base offered to DISH over the 10-year time period of
the settlement, as type of consideration for the sale of the legacy buyer
relationships. The Company expects the acquire on the sale of Ting Customer Assets
to proceed to lower over the time period of the payout as legacy clients
naturally churn away from Ting Mobile.



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INCOME TAXES



(Dollar quantities in hundreds of
U.S. {dollars})                            For the Three Months Ended June 30,             For the Six Months Ended June 30,
                                          2022                       2021                  2022                       2021
Provision for revenue taxes            $         738            $           (119 )    $           1,817            $        964
Increase in provision over prior
interval                                $         857                                  $             853
Increase - proportion                             *                                                  *
Effective tax price                              (31 )%                       (7 )%                 (42 )%                   20 %


* not significant



Income tax expense for the three and 6 months ended June 30, 2022 elevated by
$0.9 million respectively when in comparison with the three and 6 months ended June
30, 2021. The change in efficient tax price is primarily because of a rise in
valuation allowance on international tax credit score on account of a change within the
geographical mixture of revenue, decreased extra tax advantages associated to stock-based
compensation, and it's partially offset by the change in internet revenue earlier than tax
for the interval.





ADJUSTED EBITDA



We imagine that the availability of this supplemental non-GAAP measure permits
traders to judge the operational and monetary efficiency of our core
enterprise utilizing comparable analysis measures to these utilized by administration. We use
adjusted EBITDA to measure our efficiency and put together our budgets. Since
adjusted EBITDA is a non-GAAP monetary efficiency measure, our calculation of
adjusted EBITDA is probably not corresponding to different equally titled measures of
different corporations; and shouldn't be thought-about in isolation, as an alternative choice to,
or superior to measures of monetary efficiency ready in accordance with
GAAP. Because adjusted EBITDA is calculated earlier than recurring money fees,
together with curiosity expense and taxes, and isn't adjusted for capital
expenditures or different recurring money necessities of the enterprise, it mustn't
be thought-about as a liquidity measure. See the Consolidated Statements of Cash
Flows included within the connected monetary statements. Non-GAAP monetary measures
don't replicate a complete system of accounting and will differ from non-GAAP
monetary measures with the identical or comparable captions which might be utilized by different
corporations and/or analysts and will differ from interval to interval. We endeavor to
compensate for these limitations by offering the related disclosure of the
gadgets excluded within the calculation of adjusted EBITDA to internet revenue primarily based on
GAAP, which needs to be thought-about when evaluating the Company's outcomes. Tucows
strongly encourages traders to overview its monetary info in its
entirety and to not depend on a single monetary measure.



Our adjusted EBITDA definition excludes depreciation, amortization of intangible
property, revenue tax provision, curiosity expense (internet), accretion of contingent
consideration, stock-based compensation, asset impairment, good points and losses from
unrealized international forex transactions and prices which might be one-time in nature
and never indicative of on-going efficiency (profitability), together with
acquisition and transition prices. Gains and losses from unrealized international
forex transactions removes the unrealized impact of the change within the
mark-to-market values on excellent international forex contracts not designated
in accounting hedges, in addition to the unrealized impact from the interpretation of
financial accounts denominated in non-U.S. {dollars} to U.S. {dollars}.



The following desk reconciles adjusted EBITDA to internet revenue:



Reconciliation of Adjusted EBITDA to
Income earlier than Provision for Income
Taxes                                       Three Months Ended June 30,             Six Months Ended June 30,
(In Thousands of US Dollars)                 2022                 2021              2022                2021
(unaudited)                              (unaudited)          (unaudited)        (unaudited)         (unaudited)

Adjusted EBITDA                         $       11,700       $       11,158     $      23,012       $      23,881
Depreciation of property and
tools                                        6,735                4,211            12,778               7,970
Impairment and loss on disposition of
property and tools                              95                    6               507                  66
Amortization of intangible property                2,843                2,346             5,686               4,965
Interest expense, internet                            2,422                1,003             4,217               1,939
Accretion of contingent consideration               50                   95               148                 191
Stock-based compensation                         1,436                1,209             2,828               2,231
Unrealized loss (acquire) on change in
truthful worth of ahead contracts                      -                  191                 -                 357
Unrealized loss (acquire) on international
change revaluation of international
denominated financial property and
liabilities                                         46                   42               100                 106
Acquisition and different costs1                       460                  367             1,076               1,136

Income earlier than provision for revenue
taxes                                   $       (2,387 )     $        1,688     $      (4,328 )     $       4,920




1Acquisition and different prices symbolize transaction-related bills,
transitional bills, equivalent to redundant post-acquisition bills, primarily
associated to our acquisitions, together with Simply Bits in November 2021. Expenses
embody severance or transitional prices related to division, operational
or total firm restructuring efforts, together with geographic alignments




Adjusted EBITDA elevated by $0.5 million to $11.7 million for the three months
ended June 30, 2022 when in comparison with the three months ended June 30, 2021. The
enhance in adjusted EBITDA from period-to-period was primarily pushed by
elevated contribution from our Platform Services phase because of elevated
income development in MONOS Platform charges as extra DISH subscribers migrate to
the platform. This is enhance was partially offset by decreased contribution
from the elevated funding in our Fiber Internet Services phase for the
ramp of expenditures associated to the Fiber Internet community construct and enlargement
plan. This was additional decreased from Domain Services as we expertise the
decreased contribution from continued normalization of area registrations and
slowed renewal charges relative to patterns skilled during the last fiscal years
from the COVID-19 pandemic.



Adjusted EBITDA decreased by $0.9 million to $23.0 million for the six months
ended June 30, 2022 when in comparison with the six months ended June 30, 2021. The
lower in adjusted EBITDA from period-to-period was primarily pushed by
decreased contribution from the elevated funding in our Fiber Internet
Services phase for the ramp of expenditures associated to the Fiber Internet
community construct and enlargement plan. This was additional decreased from Domain
Services as we expertise the decreased contribution from continued normalization
of area registrations and slowed renewal charges relative to patterns
skilled during the last fiscal years from the COVID-19 pandemic. These
decreases have been partially offset by elevated contribution from our Platform
Services phase because of elevated income development in MONOS platform charges as
extra DISH subscribers migrate to the platform.



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OTHER COMPREHENSIVE INCOME (LOSS)

To mitigate the impression of the change in truthful worth of our international change
contracts on our monetary outcomes, in October 2012 we begun making use of hedge
accounting for almost all of the contracts we have to meet our Canadian greenback
necessities on a potential foundation.

The following desk presents different complete revenue for the intervals
offered:



(Dollar quantities in hundreds of U.S.
{dollars})                                   For the Three Months Ended June 30,               For the Six Months Ended June 30,
                                             2022                       2021                 2022                       2021
Other complete revenue (loss)       $           121            $          (773 )    $         1,155           $          (1,239 )
Increase over prior interval              $           894                                 $         2,394
Increase - proportion                              (116 )%                                         (193 )%
Percentage of internet revenues                            0 %                       (1 )%                 1 %                        (1 )%




The impression of the truthful worth changes on excellent hedged contracts for the
three months ended June 30, 2022 was a acquire in OCI earlier than reclassifications of
$0.2 million as in comparison with a acquire in OCI of $0.2 million earlier than
reclassifications for the three months ended June 30, 2021.



The internet quantity reclassified to earnings throughout the three months ended June 30,
2022
was a lack of lower than $0.1 million in comparison with a lack of $1.0
million
throughout the three months ended June 30, 2021.

The impression of the truthful worth changes on excellent hedged contracts for the
six months ended June 30, 2022 was a acquire in OCI earlier than reclassifications
of $1.2 million as in comparison with a acquire in OCI of $0.6 million earlier than
reclassifications for the six months ended June 30, 2021.

The internet quantity reclassified to earnings throughout the six months ended June 30,
2022
was a lack of lower than $0.1 million in comparison with a lack of
$1.9 million throughout the six months ended June 30, 2021.

LIQUIDITY AND CAPITAL RESOURCES



As of June 30, 2022, our money and money equivalents steadiness decreased by
$2.6 million when in comparison with December 31, 2021. Our principal makes use of of money have been
$53.3 million for the continued funding in property and tools pushed by
Ting Internet enlargement, $3.1 million associated to the contingent consideration
associated to the acquisition of Cedar and Simply Bits, $0.3 million associated to the
fee of mortgage payable prices, and $0.1 million associated to the acquisition of
intangible property. These makes use of of money have been partially offset by $35.7 million
proceeds acquired from the drawdown of the Second Amended 2019 Credit Facility,
$17.9 million from money offered from working actions and $0.6 million from
the proceeds acquired on the train of inventory choices.



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 social gathering thereto (collectively with RBC, the
"Lenders") beneath which the Company has entry to an mixture of as much as $240
million in funds, which consists of $180 million assured credit score facility and
a $60 million 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 sure outlined phrases in
reference to the Cedar acquisition.



The Amended 2019 Credit Facility changed a secured Credit Agreement dated
January 20, 2017 with Bank of Montreal, RBC and Bank of Nova Scotia.

The obligations of the Company beneath the Amended 2019 Credit Agreement are
secured by a primary precedence lien on considerably the entire private property
and property of the Company and has a four-year time period, maturing on June 13, 2023.

Second Amended 2019 Credit Facility



On October 26, 2021, the Company entered right 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,
amongst different issues, enhance the prevailing revolving credit score facility from $180
million to $240 million. The Second Amended Credit Agreement gives the
Company with entry to an mixture of $240 million in dedicated funds. Under
the Second Amended Credit Agreement, the Company has agreed to adjust to the
following monetary covenants always, that are to be calculated on a
rolling 4 quarter foundation: (i) most Total Funded Debt to Adjusted EBITDA
Ratio of 4.50:1.00 till March 31, 2023 and 4.00:1.00 thereafter? and (ii)
minimal Interest Coverage Ratio of three.00:1.00. The Second Amended Credit
Agreement additionally gives for 2 extra rate of interest tiers if the Company
exceeds a 3.50x Total Funded Debt to Adjusted EBITDA Ratio.



Third Amended 2019 Credit Facility



On August 8, 2022, the Company entered into the Amended Credit Agreement with
the Lenders.  The Amended Credit Agreement continues to supply the Company with
entry to the Credit Facility. Under the Amended Credit Agreement, and in
reference to the Unit Purchase Agreement the Lenders have agreed that Ting
Fiber, Inc. (transformed to Ting LLC) and its wholly owned subsidiaries shall
stop to be Guarantors beneath the Credit Facility and shall robotically be
launched from their respective assure and safety paperwork, together with a
launch of the Lenders' safety pursuits and liens upon the property of such
entities. Additionally, the Amended Credit Agreement has prolonged the maturity
of the Credit Facility to June 14, 2024. The Company is topic to the next
monetary covenants always, that are to be calculated on a rolling 4
quarter foundation: (i) most Total Funded Debt to Adjusted EBITDA Ratio of
4.00:1.00 till September 29, 2023 and three.75:1.00 thereafter; and (ii) minimal
Interest Coverage Ratio of three.00:1.00.  The monetary covenant calculations will
exclude the monetary outcomes of Ting Fiber Inc. (transformed to Ting LLC) and its
wholly owned subsidiaries. The Amended Credit Agreement added SOFR Loans as a
type of advance out there beneath the Credit Facility to switch LIBOR Rate
Advances, and such SOFR Loans could bear curiosity primarily based on Adjusted Daily Simple
SOFR (outlined to be the relevant SOFR price revealed by the Federal Reserve
Bank of New York plus 0.10% every year topic to a flooring of zero) or Adjusted
Term SOFR (outlined to be the relevant SOFR price revealed by CME Group
Benchmark Administration Limited plus 0.10% for one-month, 0.15% for
three-months, and 0.25% for six-months every year).



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Table of Contents

Cash Flow from Operating Activities


Net money inflows from working actions throughout the six months ended June 30,
2022 totaled $18.0 million, a rise of two% when in comparison with the six months
ended June 30, 2021.



Net revenue, after adjusting for non-cash fees, throughout the six months ended
June 30, 2022 was $13.3 million, a lower of 28% when in comparison with the prior
yr. Net revenue included non-cash fees and recoveries of $19.4 million such
as depreciation, amortization, stock-based compensation, loss (acquire) on change
in truthful worth of forex ahead contracts, internet proper of use working asset or
legal responsibility, accretion of contingent consideration, amortization of debt low cost
and issuance prices, impairment of property and tools, loss on disposal of
domains, internet amortization of contract prices, extra tax advantages on
stock-based compensation, and deferred revenue taxes (restoration). In addition,
adjustments in our working capital contributed internet money of $4.7 million. Utilized
money of $10.9 million from the adjustments in contract property, stock, deferred
prices of achievement, and accreditation charges payable have been offset by constructive
contributions of $15.6 million from actions in accounts payable, revenue taxes
recoverable, accrued liabilities, deferred income, pay as you go bills and
deposits, accounts receivable, in addition to buyer deposits.



Cash Flow from Financing Activities



Net money inflows from financing actions throughout the six months ended June 30,
2022 totaled $32.9 million, a rise of 71% when in comparison with the six months
ended June 30, 2021. Total money inflows have been pushed by $35.7 million of proceeds
acquired from drawdown of the Credit Facility, in addition to $0.6 million from
proceeds acquired on train of inventory choices. These money inflows have been
partially offset by $3.1 million associated to the contingent consideration associated
to the acquisition of Cedar and Simply Bits in addition to $0.3 million associated to
the fee of mortgage payable prices.



Cash Flow from Investing Activities



Investing actions throughout the six months ended June 30, 2022 used internet money
of $53.5 million, a rise of 42% when in comparison with the six months ended June
30, 2021. Cash outflows of $53.3 million primarily associated to the funding in
property and tools, primarily to help the continued enlargement of our Ting
Internet Fiber community footprints in California, Colorado, Idaho, North Carolina
and Virginia as we search to increase each our present community and broaden to new
markets. We count on our capital expenditures on constructing and increasing our fiber
community to proceed to extend throughout Fiscal 2022. In addition to funding in
property and tools, the present interval used $0.1 million for the acquisition
of different intangible property.



Material Cash Requirements



In order to proceed the Company's deliberate enlargement of the Ting Internet
footprint, the Company might want to entry extra financing beneath the Unit
Purchase Agreement by assembly sure predetermined operational and monetary
drawdown milestones. Under the Unit Purchase Agreement, from the Transaction
Close till the sooner of (i) the End Date and (ii) the date upon which
Generate has bought $140 million of Series A Preferred items pursuant to
Milestone Fundings, Ting LLC is required to pay Generate a standby price at a price
of 0.50% of the unpaid $140 million capital dedication which shall be paid
quarterly. In addition, with the intention to additional speed up the enlargement of the Ting
Internet footprint, the Company could search extra financing, which can embody
an fairness or debt issuance, a partnership or collaborating association with
one other third social gathering. We could not have the ability to safe extra financing on
favorable phrases, or in any respect, on the time after we want that funding. We at the moment
don't have any commitments or agreements relating to the acquisition of different companies.
Any extra financing could also be dilutive to present traders.



In our 2021 Annual Report, we disclosed our materials money necessities. As of
June 30, 2022, apart from the gadgets talked about above, there have been no different
materials adjustments to our materials money necessities exterior the unusual course
of enterprise.

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