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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
November 7, 2024
Cogent Communications Holdings, Inc.
(Exact name of registrant as specified in
its charter)
| Delaware |
|
000-51829 |
|
46-5706863 |
(State
or other jurisdiction of
incorporation) |
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification No.) |
2450 N St NW,
Washington, D.C. |
|
20037 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 202-295-4200
Not
Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
| Title of Each Class |
Trading Symbol |
Name of Each
Exchange on which Registered |
| Common Stock, par value $0.001 per share |
CCOI |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
On November 7, 2024, Cogent Communications Holdings, Inc.
issued a press release summarizing its financial results for the third quarter of 2024. The Company will hold a conference call regarding
its financial results at 8:30 a.m. ET on November 7, 2024, which will be simultaneously broadcast on a link available through
the Company’s website at www.cogentco.com. The press release is furnished as Exhibit 99.1 to this current report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Cogent Communications Holdings, Inc. |
| |
|
| |
|
| November 7, 2024 |
By: |
/s/ David Schaeffer |
| |
|
Name: |
David Schaeffer |
| |
|
Title: |
President and Chief Executive Officer |
Exhibit 99.1
 |
FOR IMMEDIATE
RELEASE |
| Cogent Contacts: |
|
| For Public Relations: |
For Investor Relations: |
| Jocelyn Johnson |
John Chang |
| + 1 (202) 295-4299 |
+ 1 (202) 295-4212 |
| jajohnson@cogentco.com |
investor.relations@cogentco.com |
Cogent Communications
Reports Third Quarter 2024 Results and Increases its Regular Quarterly Dividend on its Common Stock
Financial and Business Highlights
| · | Service revenue was $260.4 million for Q2 2024 and was $257.2 million for
Q3 2024. |
| o | Wavelength revenue increased by 45.8%, sequentially, and was $3.6 million for Q2 2024 and $5.3 million for Q3 2024. |
| o | Revenue from leasing IPv4 addresses increased by 11.8%, sequentially, and was $11.5 million for Q2 2024 and $12.8 million for Q3
2024. |
| · | EBITDA increased by 32.2% from Q2 2024 to $35.9 million for Q3 2024. |
| o | EBITDA margin was 10.4% for Q2 2024 and 13.9% for Q3 2024. |
| o | Net cash used in operating activities was $52.4 million for Q3 2023, $22.2 million for Q2 2024 and $20.2 million for Q3 2024. |
| · | Cogent approved an increase of $0.01 per share to its regular quarterly dividend
for a total of $0.995 per share for Q4 2024 as compared to $0.985 per share for Q3 2024 – Cogent’s forty-ninth consecutive
quarterly dividend increase. |
[WASHINGTON, D.C. November 7, 2024] Cogent
Communications Holdings, Inc. (NASDAQ: CCOI) (“Cogent”) today announced service revenue of $257.2 million for the three months
ended September 30, 2024, a decrease of 1.2% from the three months ended June 30, 2024 and a decrease of 6.6% from the three months ended
September 30, 2023. On the closing date of the Sprint acquisition, Cogent and T-Mobile entered into a commercial agreement (the “Commercial
Agreement”), for colocation and connectivity services. Revenue under the Commercial Agreement was $4.1 million for the three months
ended September 30, 2024, $5.9 million for the three months ended June 30, 2024 and $8.0 million for the three months ended September
30, 2023. In July 2024, we terminated an uneconomic resale agreement. Our on-net revenue and enterprise revenue from this resale customer
acquired in connection with the Wireline Business was $1.7 million for the three months ended September 30, 2024, $5.1 million for the
three months ended June 30, 2024 and $5.1 million for the three months ended September 30, 2023.
Foreign exchange rates positively impacted service revenue growth from the
three months ended June 30, 2024 to the three months ended September 30, 2024 by $0.6 million and positively impacted service
revenue growth from the three months ended September 30, 2023 to the three months ended September 30, 2024 by $0.2 million.
On a constant currency basis, service revenue decreased by 1.5% from the three months ended June 30, 2024 to the three months ended
September 30, 2024, and decreased by 6.7% for the three months ended September 30, 2023 to the three months ended September 30,
2024.
On-net service is provided to customers located in buildings that are
physically connected to Cogent’s network by Cogent facilities. On-net revenue was $136.5 million for the three months ended September 30,
2024, a decrease of 3.0% from the three months ended June 30, 2024 and an increase of 5.8% from the three months ended September 30,
2023.
Off-net customers are located in buildings directly connected to Cogent’s
network using other carriers’ facilities and services to provide the last mile portion of the link from the customers’ premises
to Cogent’s network. Off-net revenue was $111.3 million for the three months ended September 30, 2024, a decrease of 0.1% from
the three months ended June 30, 2024 and a decrease of 14.8% from the three months ended September 30, 2023.
Wavelength revenue was $5.3 million for the three months ended September 30,
2024, an increase of 45.8% from the three months ended June 30, 2024 and an increase of 76.7% from the three months ended September 30,
2023.
Non-core services are legacy services, which Cogent acquired and continues
to support but does not actively sell. Non-core revenue was $4.1 million for the three months ended September 30, 2024, $4.6 million
for the three months ended June 30, 2024 and was $12.8 million for the three months ended September 30, 2023.
GAAP gross profit is defined as total service revenue less network
operations expense, depreciation and amortization and equity-based compensation included in network operations expense. GAAP gross margin
is defined as GAAP gross profit divided by total service revenue. GAAP gross profit decreased by 34.9% from the three months ended September 30,
2023 to $9.8 million for the three months ended September 30, 2024 and decreased by 67.5% from the three months ended June 30,
2024.
GAAP gross margin was 3.8% for the three months ended September 30,
2024, 11.6% for the three months ended June 30, 2024 and 5.5% for the three months ended September 30, 2023.
Non-GAAP gross profit represents service revenue less network operations
expense, excluding equity-based compensation and amounts shown separately (depreciation and amortization expense). Non-GAAP gross margin
is defined as Non-GAAP gross profit divided by total service revenue. Non-GAAP gross profit decreased by 6.0% from the three months ended
September 30, 2023 to $96.1 million for the three months ended September 30, 2024 and decreased by 8.1% from the three months
ended June 30, 2024.
Non-GAAP gross margin was 37.4% for the three months ended September 30,
2024, 40.2% for the three months ended June 30, 2024 and 37.1% for the three months ended September 30, 2023.
Net cash used in operating activities was $20.2 million for the three
months ended September 30, 2024, $22.2 million for the three months ended June 30, 2024 and $52.4 million for the three months
ended September 30, 2023.
Total Sprint acquisition costs were $0 for the three months ended September 30,
2024, $12.4 million for the three months ended June 30, 2024 and $0.4 million for the three months ended September 30, 2023.
IP Transit Services Agreement
On May 1, 2023, the closing date of the Sprint acquisition, Cogent
and T-Mobile USA, Inc. (“TMUSA”), a Delaware corporation and direct subsidiary of T-Mobile US, Inc., a Delaware
corporation (“T-Mobile”) , entered into an agreement for IP transit services (the “IP Transit Services Agreement”),
pursuant to which TMUSA will pay Cogent an aggregate of $700.0 million, consisting of (i) $350.0 million paid in equal monthly installments
during the first year after the closing date of the Sprint acquisition and (ii) $350.0 million paid in equal monthly installments
over the subsequent 42 months. Amounts paid under the IP Transit Services Agreement were $25.0 million, $66.7 million and $87.5 million
in the three months ended September 30, 2024, June 30, 2024 and September 30, 2023, respectively.
Earnings before interest, taxes, depreciation and amortization (EBITDA),
as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement, was $60.9 million for the three months
ended September 30, 2024, $106.2 million for the three months ended June 30, 2024 and $131.4 million for the three months ended
September 30, 2023.
EBITDA as adjusted, for Sprint acquisition costs and cash paid under
the IP Transit Services Agreement margin, was 23.7% for the three months ended September 30, 2024, 40.8% for the three months ended
June 30, 2024 and 47.7% for the three months ended September 30, 2023.
Basic and diluted net (loss) per share was $(1.33) for the three months
ended September 30, 2024, $(0.68) for the three months ended June 30, 2024 and $(1.20) for the three months ended September 30,
2023.
Total customer connections decreased by 8.5% from September 30,
2023 to 126,333 as of September 30, 2024 and decreased by 1.9% from June 30, 2024. On-net customer connections decreased by
0.7% from September 30, 2023 to 87,655 as of September 30, 2024 and increased by 0.3% from June 30, 2024. Off-net customer
connections decreased by 12.2% from September 30, 2023 to 32,420 as of September 30, 2024 and decreased by 1.0% from June 30,
2024. Wavelength customer connections were 1,041 as of September 30, 2024, 754 as of June 30, 2024 and 449 as of September 30,
2023. Non-core customer connections were 5,217 as of September 30, 2024, 7,883 as of June 30, 2024 and 12,403 as of September 30,
2023.
The number of on-net buildings increased by 167 from September 30,
2023 to 3,424 as of September 30, 2024 and increased by 38 from June 30, 2024.
Quarterly Dividend Increase Approved
On November 6, 2024, Cogent’s Board approved a regular quarterly
dividend of $0.995 per share payable on December 6, 2024 to shareholders of record on November 22, 2024. This fourth quarter
2024 regular dividend represents an increase of $0.01 per share, or 1.0%, from the third quarter 2024 regular dividend of $0.985 per share
and an annual increase of 4.2% from the fourth quarter 2023 dividend of $0.955 per share.
The payment of any future dividends and any other returns of capital
will be at the discretion of the Board and may be reduced, eliminated or increased and will be dependent upon Cogent’s financial
position, results of operations, available cash, cash flow, capital requirements, limitations under Cogent’s debt indentures and
other factors deemed relevant by the Board.
Continued Impact of Changing Office Occupancy Rates on Corporate
Results
Cogent continues to witness lower office occupancy rates overall in
the buildings it serves in central business districts in North America, largely attributable to remote work policies originally instituted
during the COVID-19 pandemic. Since the end of the pandemic, and despite some improvement in certain markets, Cogent continues to see
office occupancy rates that do not approach pre-2020 levels. Because of the rising vacancy levels and/or lower numbers of lease initiations
or renewals resulting in fewer tenants, Cogent has experienced a slowdown in new sales to its corporate customers, which has negatively
impacted its corporate revenue results. This overall trend is not uniform throughout North America; Cogent has seen declining vacancy
rates and increasing office occupancy rates in some cities, including in the three months ended September 30, 2024. Moreover, as the option
to fully or partially work from home becomes permanently established at many companies, Cogent’s corporate customers are integrating
some of the new applications that were part of the remote work environment into their everyday use, which benefits Cogent’s corporate
business as these customers upgrade their Internet access infrastructure to higher capacity connections. These factors have helped mitigate
the impact of lower office occupancy rates and during the three months ended September 30, 2024, Cogent continued to see these positive
trends in its corporate business in some markets. If and when companies eventually return to the buildings in which Cogent operates, whether
existing tenants or new tenants, Cogent believes it will present an opportunity for increased sales. However, the exact timing, path and
spread of these positive trends remains uncertain, office occupancy rates in some markets may not recover, and Cogent may continue to
see increased corporate customer turnover, fewer upgrades of existing corporate customer configurations and fewer new tenant opportunities,
which would negatively impact Cogent’s corporate revenue growth.
These and other risks are described in more detail in Cogent’s
Annual Report on Form 10-K for the year ended December 31, 2023 and in its Quarterly Reports on Form 10-Q for the quarterly
periods ended June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024 and September 30, 2024.
Conference Call and Website Information
Cogent will host a conference call with
financial analysts at 8:30 a.m. (ET) on November 7, 2024 to discuss Cogent’s operating results for the third quarter
of 2024. Investors and other interested parties may access a live audio webcast of the earnings call in the “Events” section
of Cogent’s website at www.cogentco.com/events. A replay of the webcast, together with the press release, will be
available on the website following the earnings call. A downloadable file of Cogent’s “Summary of Financial and Operational
Results” and a transcript of its conference call will also be available on Cogent’s website following the conference call.
About Cogent Communications
Cogent Communications (NASDAQ: CCOI) is a multinational, Tier 1 facilities-based
ISP. Cogent specializes in providing businesses with high-speed Internet access, Ethernet transport, and colocation services. Cogent’s
facilities-based, all-optical IP network backbone provides services in 260 markets globally.
Cogent Communications is headquartered
at 2450 N Street, NW, Washington, D.C. 20037. For more information, visit www.cogentco.com. Cogent Communications can be reached in the
United States at (202) 295-4200 or via email at info@cogentco.com.
# # #
COGENT COMMUNICATIONS HOLDINGS, INC.,
AND SUBSIDIARIES
Summary of Financial and Operational Results
| Metric
($ in 000’s, except share, per share, customer connections and network related data) – unaudited | |
Q1
2023 | | |
Q2
2023 | | |
Q3
2023 | | |
Q4
2023 | | |
Q1
2024 | | |
Q2
2024 | | |
Q3
2024 | |
| On-Net revenue
(15) (18) | |
$ | 116,143 | | |
$ | 127,665 | | |
$ | 129,031 | | |
$ | 138,064 | | |
$ | 138,624 | | |
$ | 140,757 | | |
$ | 136,485 | |
| %
Change from previous Qtr. | |
| 1.0 | % | |
| 9.9 | % | |
| 1.1 | % | |
| 7.0 | % | |
| 0.4 | % | |
| 1.5 | % | |
| -3.0 | % |
| Off-Net revenue | |
$ | 37,283 | | |
$ | 101,984 | | |
$ | 130,560 | | |
$ | 123,669 | | |
$ | 118,178 | | |
$ | 111,451 | | |
$ | 111,291 | |
| %
Change from previous Qtr. | |
| 1.1 | % | |
| 173.5 | % | |
| 28.0 | % | |
| -5.3 | % | |
| -4.4 | % | |
| -5.7 | % | |
| -0.1 | % |
| Wavelength revenue (1) | |
$ | - | | |
$ | 1,585 | | |
$ | 2,992 | | |
$ | 3,108 | | |
$ | 3,327 | | |
$ | 3,625 | | |
$ | 5,287 | |
| %
Change from previous Qtr. | |
| - | | |
| - | | |
| 88.8 | % | |
| 3.9 | % | |
| 7.0 | % | |
| 9.0 | % | |
| 45.8 | % |
| Non-Core revenue (2) (16) | |
$ | 162 | | |
$ | 8,572 | | |
$ | 12,846 | | |
$ | 7,258 | | |
$ | 6,039 | | |
$ | 4,610 | | |
$ | 4,139 | |
| %
Change from previous Qtr. | |
| 3.2 | % | |
| NM | | |
| 49.9 | % | |
| -43.5 | % | |
| -16.8 | % | |
| -23.7 | % | |
| -10.2 | % |
| Service revenue –
total (18) | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | | |
$ | 272,099 | | |
$ | 266,168 | | |
$ | 260,443 | | |
$ | 257,202 | |
| %
Change from previous Qtr. | |
| 1.1 | % | |
| 56.1 | % | |
| 14.9 | % | |
| -1.2 | % | |
| -2.2 | % | |
| -2.2 | % | |
| -1.2 | % |
| Constant currency total
revenue quarterly growth rate – sequential quarters (3) (18) | |
| 0.2 | % | |
| 55.9 | % | |
| 14.9 | % | |
| -1.1 | % | |
| -2.3 | % | |
| -2.0 | % | |
| -1.5 | % |
| Constant currency total
revenue quarterly growth rate – year over year quarters (3) (18) | |
| 4.0 | % | |
| 61.4 | % | |
| 82.4 | % | |
| 78.1 | % | |
| 73.1 | % | |
| 8.8 | % | |
| -6.7 | % |
| Constant currency and excise
tax impact on total revenue quarterly growth rate – sequential quarters (3) (18) | |
| 0.1 | % | |
| 51.4 | % | |
| 13.4 | % | |
| -3.2 | % | |
| -2.3 | % | |
| -1.5 | % | |
| -1.7 | % |
| Constant currency and excise
tax impact on total revenue quarterly growth rate – year over year quarters (3) (18) | |
| 3.7 | % | |
| 56.2 | % | |
| 75.5 | % | |
| 67.4 | % | |
| 62.4 | % | |
| 5.4 | % | |
| -8.6 | % |
| Excise Taxes included in
service revenue (4) | |
$ | 4,193 | | |
$ | 11,040 | | |
$ | 14,557 | | |
$ | 20,428 | | |
$ | 20,549 | | |
$ | 19,182 | | |
$ | 19,752 | |
| %
Change from previous Qtr. | |
| 2.6 | % | |
| 163.3 | % | |
| 31.9 | % | |
| 40.3 | % | |
| 0.6 | % | |
| -6.7 | % | |
| 3.0 | % |
| IPv4 Revenue, included in
On-Net revenue | |
$ | 9,575 | | |
$ | 9,472 | | |
$ | 9,747 | | |
$ | 9,956 | | |
$ | 10,701 | | |
$ | 11,469 | | |
$ | 12,822 | |
| %
Change from previous Qtr. | |
| NM | | |
| -1.1 | % | |
| 2.9 | % | |
| 2.1 | % | |
| 7.5 | % | |
| 7.2 | % | |
| 11.8 | % |
| IPv4 Addresses Billed | |
| 9,839,870 | | |
| 10,465,694 | | |
| 10,987,884 | | |
| 11,438,286 | | |
| 12,213,414 | | |
| 12,813,955 | | |
| 12,943,590 | |
| %
Change from previous Qtr. | |
| NM | | |
| 6.4 | % | |
| 5.0 | % | |
| 4.1 | % | |
| 6.8 | % | |
| 4.9 | % | |
| 1.0 | % |
| Corporate revenue (5) (16) | |
$ | 85,627 | | |
$ | 110,998 | | |
$ | 120,484 | | |
$ | 126,634 | | |
$ | 124,864 | | |
$ | 119,557 | | |
$ | 116,244 | |
| %
Change from previous Qtr. | |
| -0.2 | % | |
| 29.6 | % | |
| 8.5 | % | |
| 5.1 | % | |
| -1.4 | % | |
| -4.3 | % | |
| -2.8 | % |
| Net-centric revenue (5) (15) | |
$ | 67,961 | | |
$ | 87,582 | | |
$ | 94,936 | | |
$ | 93,148 | | |
$ | 91,979 | | |
$ | 91,107 | | |
$ | 91,873 | |
| % Change from previous Qtr. | |
| 2.7 | % | |
| 28.9 | % | |
| 8.4 | % | |
| -1.9 | % | |
| -1.3 | % | |
| -0.9 | % | |
| 0.8 | % |
| Enterprise revenue (5) (18) | |
| - | | |
$ | 41,227 | | |
$ | 60,009 | | |
$ | 52,318 | | |
$ | 49,325 | | |
$ | 49,781 | | |
$ | 49,085 | |
| % Change from previous Qtr. | |
| - | | |
| NM | | |
| 45.6 | % | |
| -12.8 | % | |
| -5.7 | % | |
| 0.9 | % | |
| -1.4 | % |
| Network operations expenses
(4) | |
$ | 58,489 | | |
$ | 137,271 | | |
$ | 173,224 | | |
$ | 174,180 | | |
$ | 168,548 | | |
$ | 155,817 | | |
$ | 161,083 | |
| %
Change from previous Qtr. | |
| 2.8 | % | |
| 134.7 | % | |
| 26.2 | % | |
| 0.6 | % | |
| -3.2 | % | |
| -7.6 | % | |
| 3.4 | % |
| GAAP gross profit (6) | |
$ | 69,790 | | |
$ | 49,793 | | |
$ | 15,101 | | |
$ | 29,744 | | |
$ | 26,344 | | |
$ | 30,240 | | |
$ | 9,835 | |
| %
Change from previous Qtr. | |
| -2.3 | % | |
| -28.7 | % | |
| -69.7 | % | |
| 97.0 | % | |
| -11.4 | % | |
| 14.8 | % | |
| -67.5 | % |
| GAAP gross margin (6) | |
| 45.4 | % | |
| 20.8 | % | |
| 5.5 | % | |
| 10.9 | % | |
| 9.9 | % | |
| 11.6 | % | |
| 3.8 | % |
| Non-GAAP gross profit (3) (7) | |
$ | 95,099 | | |
$ | 102,535 | | |
$ | 102,205 | | |
$ | 97,919 | | |
$ | 97,620 | | |
$ | 104,626 | | |
$ | 96,119 | |
| %
Change from previous Qtr. | |
| 0.0 | % | |
| 7.8 | % | |
| -0.3 | % | |
| -4.2 | % | |
| -0.3 | % | |
| 7.2 | % | |
| -8.1 | % |
| Non-GAAP gross margin (3) (7) | |
| 61.9 | % | |
| 42.8 | % | |
| 37.1 | % | |
| 36.0 | % | |
| 36.7 | % | |
| 40.2 | % | |
| 37.4 | % |
| Selling, general and administrative
expenses (8) | |
$ | 38,646 | | |
$ | 77,640 | | |
$ | 58,267 | | |
$ | 74,907 | | |
$ | 70,131 | | |
$ | 65,130 | | |
$ | 60,258 | |
| %
Change from previous Qtr. | |
| 2.5 | % | |
| 100.9 | % | |
| -25.0 | % | |
| 28.6 | % | |
| -6.4 | % | |
| -7.1 | % | |
| -7.5 | % |
| Depreciation and amortization
expense | |
$ | 25,160 | | |
$ | 52,511 | | |
$ | 86,734 | | |
$ | 67,805 | | |
$ | 70,891 | | |
$ | 74,036 | | |
$ | 85,815 | |
| %
Change from previous Qtr. | |
| 6.8 | % | |
| 108.7 | % | |
| 65.2 | % | |
| -21.8 | % | |
| 4.6 | % | |
| 4.4 | % | |
| 15.9 | % |
| Equity-based compensation
expense | |
$ | 6,581 | | |
$ | 6,249 | | |
$ | 7,411 | | |
$ | 6,684 | | |
$ | 6,950 | | |
$ | 3,565 | | |
$ | 7,875 | |
| %
Change from previous Qtr. | |
| 5.1 | % | |
| -5.0 | % | |
| 18.6 | % | |
| -9.8 | % | |
| 4.0 | % | |
| -48.7 | % | |
| 120.9 | % |
| Operating income (loss) | |
$ | 24,312 | | |
$ | (34,604 | ) | |
$ | (50,558 | ) | |
$ | (68,478 | ) | |
$ | (59,389 | ) | |
$ | (47,143 | ) | |
$ | (57,829 | ) |
| %
Change from previous Qtr. | |
| -11.0 | % | |
| NM | | |
| 46.1 | % | |
| 35.4 | % | |
| 13.3 | % | |
| 20.6 | % | |
| 22.7 | % |
| Interest expense (9) | |
$ | 19,005 | | |
$ | 28,653 | | |
$ | 24,198 | | |
$ | 34,928 | | |
$ | 23,010 | | |
$ | 38,840 | | |
$ | 32,474 | |
| %
Change from previous Qtr. | |
| -13.6 | % | |
| 50.8 | % | |
| -15.5 | % | |
| 44.3 | % | |
| -34.1 | % | |
| 68.8 | % | |
| -16.4 | % |
| Non-cash change in valuation
– Swap Agreement (9) | |
$ | (1,847 | ) | |
$ | 1,305 | | |
$ | 4,825 | | |
$ | (17,722 | ) | |
$ | 6,152 | | |
$ | (9,299 | ) | |
$ | (5,597 | ) |
| Gain on bargain purchase
(10) | |
| - | | |
$ | 1,155,719 | | |
$ | (3,332 | ) | |
$ | 254,049 | | |
$ | (5,470 | ) | |
$ | 27,673 | | |
$ | - | |
| Net income (loss) | |
$ | 6,148 | | |
$ | 1,123,863 | | |
$ | (56,723 | ) | |
$ | 200,153 | | |
$ | (65,307 | ) | |
$ | (32,338 | ) | |
$ | (63,112 | ) |
| Basic net income (loss) per
common share | |
$ | 0.13 | | |
$ | 23.84 | | |
$ | (1.20 | ) | |
$ | 4.23 | | |
$ | (1.38 | ) | |
$ | (0.68 | ) | |
$ | (1.33 | ) |
| Diluted net income (loss)
per common share | |
$ | 0.13 | | |
$ | 23.65 | | |
$ | (1.20 | ) | |
$ | 4.17 | | |
$ | (1.38 | ) | |
$ | (0.68 | ) | |
$ | (1.33 | ) |
| Weighted average common shares – basic | |
| 47,037,091 | | |
| 47,137,822 | | |
| 47,227,338 | | |
| 47,353,291 | | |
| 47,416,268 | | |
| 47,511,613 | | |
| 47,426,131 | |
| %
Change from previous Qtr. | |
| 0.3 | % | |
| 0.2 | % | |
| 0.2 | % | |
| 0.3 | % | |
| 0.1 | % | |
| 0.2 | % | |
| -0.2 | % |
| Weighted average common shares – diluted | |
| 47,381,226 | | |
| 47,526,207 | | |
| 47,227,338 | | |
| 48,037,841 | | |
| 47,416,268 | | |
| 47,511,613 | | |
| 47,426,131 | |
| %
Change from previous Qtr. | |
| 0.4 | % | |
| 0.3 | % | |
| -0.6 | % | |
| 1.7 | % | |
| -1.3 | % | |
| 0.2 | % | |
| -0.2 | % |
| EBITDA (3) | |
$ | 56,053 | | |
$ | 24,156 | | |
$ | 43,587 | | |
$ | 6,011 | | |
$ | 18,452 | | |
$ | 27,126 | | |
$ | 35,861 | |
| %
Change from previous Qtr. | |
| -1.9 | % | |
| -56.9 | % | |
| 80.4 | % | |
| -86.2 | % | |
| 207.0 | % | |
| 47.0 | % | |
| 32.2 | % |
| EBITDA margin (3) | |
| 36.5 | % | |
| 10.1 | % | |
| 15.8 | % | |
| 2.2 | % | |
| 6.9 | % | |
| 10.4 | % | |
| 13.9 | % |
| Sprint acquisition costs
(14) | |
$ | 400 | | |
$ | 739 | | |
$ | 351 | | |
$ | 17,001 | | |
$ | 9,037 | | |
$ | 12,370 | | |
$ | - | |
| Cash payments under IP Transit
Services Agreement (11) | |
$ | - | | |
$ | 29,167 | | |
$ | 87,500 | | |
$ | 87,500 | | |
$ | 87,500 | | |
$ | 66,667 | | |
$ | 25,000 | |
| EBITDA, as adjusted for Sprint
acquisition costs and cash payments under IP Transit Services Agreement (3) (11) (14) | |
$ | 56,453 | | |
$ | 54,062 | | |
$ | 131,438 | | |
$ | 110,512 | | |
$ | 114,989 | | |
$ | 106,163 | | |
$ | 60,861 | |
| %
Change from previous Qtr. | |
| -1.6 | % | |
| -4.2 | % | |
| 143.1 | % | |
| -15.9 | % | |
| 4.1 | % | |
| -7.7 | % | |
| -42.7 | % |
| EBITDA, as adjusted for Sprint
acquisition costs and cash payments under IP Transit Services Agreement, margin (3) (11) (14) | |
| 36.8 | % | |
| 22.5 | % | |
| 47.7 | % | |
| 40.6 | % | |
| 43.2 | % | |
| 40.8 | % | |
| 23.7 | % |
| Net cash provided by (used
in) operating activities | |
$ | 35,821 | | |
$ | 82,654 | | |
$ | (52,433 | ) | |
$ | (48,701 | ) | |
$ | 19,219 | | |
$ | (22,171 | ) | |
$ | (20,226 | ) |
| % Change from previous Qtr. | |
| -1.4 | % | |
| 130.7 | % | |
| -163.4 | % | |
| -7.1 | % | |
| -139.5 | % | |
| -215.4 | % | |
| -8.8 | % |
| Capital expenditures | |
$ | 23,204 | | |
$ | 37,449 | | |
$ | 25,373 | | |
$ | 43,609 | | |
$ | 40,883 | | |
$ | 48,767 | | |
$ | 59,244 | |
| %
Change from previous Qtr. | |
| 18.4 | % | |
| 61.4 | % | |
| -32.2 | % | |
| 71.9 | % | |
| -6.3 | % | |
| 19.3 | % | |
| 21.5 | % |
| Principal payments of capital
(finance) lease obligations | |
$ | 9,450 | | |
$ | 7,797 | | |
$ | 41,302 | | |
$ | 18,813 | | |
$ | 23,235 | | |
$ | 133,472 | | |
$ | 4,516 | |
| %
Change from previous Qtr. | |
| -61.5 | % | |
| -17.5 | % | |
| 429.7 | % | |
| -54.5 | % | |
| 23.5 | % | |
| 474.4 | % | |
| -96.6 | % |
| Dividends paid (17) | |
$ | 45,311 | | |
$ | 44,907 | | |
$ | 45,136 | | |
$ | 46,362 | | |
$ | 478 | | |
$ | 93,304 | | |
$ | 47,210 | |
| Gross Leverage Ratio (3) (11) | |
| 5.47 | | |
| 5.63 | | |
| 4.79 | | |
| 4.07 | | |
| 3.57 | | |
| 4.06 | | |
| 4.94 | |
| Net Leverage Ratio (3) (11) | |
| 4.46 | | |
| 4.56 | | |
| 4.24 | | |
| 3.75 | | |
| 3.17 | | |
| 3.14 | | |
| 4.13 | |
| Customer Connections
– end of period (15) (16) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| On-Net customer connections | |
| 83,268 | | |
| 92,846 | | |
| 88,250 | | |
| 88,291 | | |
| 87,574 | | |
| 87,387 | | |
| 87,655 | |
| %
Change from previous Qtr. | |
| 0.8 | % | |
| 11.5 | % | |
| -5.0 | % | |
| 0.0 | % | |
| -0.8 | % | |
| -0.2 | % | |
| 0.3 | % |
| Off-Net customer connections | |
| 13,785 | | |
| 38,762 | | |
| 36,923 | | |
| 36,676 | | |
| 34,579 | | |
| 32,758 | | |
| 32,420 | |
| %
Change from previous Qtr. | |
| 1.9 | % | |
| 181.2 | % | |
| -4.7 | % | |
| -0.7 | % | |
| -5.7 | % | |
| -5.3 | % | |
| -1.0 | % |
| Wavelength customer connections
(1) | |
| | | |
| 414 | | |
| 449 | | |
| 661 | | |
| 693 | | |
| 754 | | |
| 1,041 | |
| %
Change from previous Qtr. | |
| | | |
| - | | |
| 8.5 | % | |
| 47.2 | % | |
| 4.8 | % | |
| 8.8 | % | |
| 38.1 | % |
| Non-Core customer connections
(2) (16) | |
| 374 | | |
| 19,408 | | |
| 12,403 | | |
| 11,975 | | |
| 10,037 | | |
| 7,883 | | |
| 5,217 | |
| %
Change from previous Qtr. | |
| 3.0 | % | |
| NM | | |
| -36.1 | % | |
| -3.5 | % | |
| -16.2 | % | |
| -21.5 | % | |
| -33.8 | % |
| Total customer connections
(15) (16) | |
| 97,427 | | |
| 151,430 | | |
| 138,025 | | |
| 137,603 | | |
| 132,883 | | |
| 128,782 | | |
| 126,333 | |
| %
Change from previous Qtr. | |
| 0.9 | % | |
| 55.4 | % | |
| -8.9 | % | |
| -0.3 | % | |
| -3.4 | % | |
| -3.1 | % | |
| -1.9 | % |
| Corporate customer connections
(5) (16) | |
| 44,570 | | |
| 61,284 | | |
| 55,045 | | |
| 54,493 | | |
| 51,821 | | |
| 48,690 | | |
| 47,613 | |
| %
Change from previous Qtr. | |
| -0.6 | % | |
| 37.5 | % | |
| -10.2 | % | |
| -1.0 | % | |
| -4.9 | % | |
| -6.0 | % | |
| -2.2 | % |
| Net-centric customer connections
(5) (15) | |
| 52,857 | | |
| 66,711 | | |
| 62,291 | | |
| 62,370 | | |
| 61,599 | | |
| 61,736 | | |
| 62,273 | |
| %
Change from previous Qtr. | |
| 2.3 | % | |
| 26.2 | % | |
| -6.6 | % | |
| 0.1 | % | |
| -1.2 | % | |
| 0.2 | % | |
| 0.9 | % |
| Enterprise customer connections
(5) | |
| - | | |
| 23,435 | | |
| 20,689 | | |
| 20,740 | | |
| 19,463 | | |
| 18,356 | | |
| 16,447 | |
| %
Change from previous Qtr. | |
| - | | |
| NM | | |
| -11.7 | % | |
| 0.2 | % | |
| -6.2 | % | |
| -5.7 | % | |
| -10.4 | % |
| On-Net Buildings
– end of period | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Multi-Tenant office buildings | |
| 1,841 | | |
| 1,844 | | |
| 1,860 | | |
| 1,862 | | |
| 1,861 | | |
| 1,864 | | |
| 1,870 | |
| Carrier neutral data center
buildings | |
| 1,294 | | |
| 1,327 | | |
| 1,337 | | |
| 1,347 | | |
| 1,382 | | |
| 1,436 | | |
| 1,459 | |
| Cogent data centers | |
| 55 | | |
| 56 | | |
| 60 | | |
| 68 | | |
| 78 | | |
| 86 | | |
| 95 | |
| Total on-net buildings | |
| 3,190 | | |
| 3,227 | | |
| 3,257 | | |
| 3,277 | | |
| 3,321 | | |
| 3,386 | | |
| 3,424 | |
| Total carrier neutral data
center nodes | |
| 1,490 | | |
| 1,526 | | |
| 1,528 | | |
| 1,558 | | |
| 1,586 | | |
| 1,602 | | |
| 1,627 | |
| Square feet – multi-tenant
office buildings – on-net | |
| 1,001,382,577 | | |
| 1,001,491,002 | | |
| 1,006,523,795 | | |
| 1,008,006,655 | | |
| 1,009,702,653 | | |
| 1,011,171,523 | | |
| 1,015,544,543 | |
| Total Technical Buildings
Owned (12) | |
| - | | |
| 482 | | |
| 482 | | |
| 482 | | |
| 482 | | |
| 482 | | |
| 482 | |
| Square feet – Technical
Buildings Owned (12) | |
| - | | |
| 1,603,569 | | |
| 1,603,569 | | |
| 1,603,569 | | |
| 1,603,569 | | |
| 1,603,569 | | |
| 1,603,569 | |
| Network –
end of period | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Intercity route miles –
Leased | |
| 61,300 | | |
| 72,694 | | |
| 72,694 | | |
| 72,552 | | |
| 76,211 | | |
| 75,965 | | |
| 77,561 | |
| Metro route miles –
Leased | |
| 17,826 | | |
| 22,556 | | |
| 22,128 | | |
| 24,779 | | |
| 25,977 | | |
| 27,373 | | |
| 28,510 | |
| Metro fiber miles –
Leased | |
| 42,863 | | |
| 75,577 | | |
| 69,943 | | |
| 77,365 | | |
| 79,138 | | |
| 80,042 | | |
| 84,476 | |
| Intercity route miles –
Owned | |
| 2,748 | | |
| 21,883 | | |
| 21,883 | | |
| 21,883 | | |
| 21,883 | | |
| 21,883 | | |
| 21,883 | |
| Metro route miles –
Owned | |
| 445 | | |
| 1,704 | | |
| 1,704 | | |
| 1,704 | | |
| 1,704 | | |
| 1,704 | | |
| 1,704 | |
| Connected networks –
AS’s | |
| 7,864 | | |
| 7,891 | | |
| 7,971 | | |
| 7,988 | | |
| 8,098 | | |
| 8,135 | | |
| 8,212 | |
| Headcount –
end of period (13) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Sales force – quota bearing
(13) | |
| 562 | | |
| 647 | | |
| 637 | | |
| 657 | | |
| 677 | | |
| 656 | | |
| 655 | |
| Sales force – total (13) | |
| 714 | | |
| 841 | | |
| 833 | | |
| 847 | | |
| 871 | | |
| 851 | | |
| 847 | |
| Total employees (13) | |
| 1,107 | | |
| 2,020 | | |
| 1,990 | | |
| 1,947 | | |
| 1,955 | | |
| 1,901 | | |
| 1,908 | |
| Sales rep productivity –
units per full time equivalent sales rep (“FTE”) per month (15) | |
| 4.0 | | |
| 9.2 | | |
| 3.6 | | |
| 3.3 | | |
| 4.0 | | |
| 3.8 | | |
| 4.0 | |
| FTE – sales reps | |
| 539 | | |
| 567 | | |
| 621 | | |
| 620 | | |
| 627 | | |
| 632 | | |
| 620 | |
(1) In connection with the acquisition of the Wireline Business,
Cogent began to provide optical wavelength services and optical transport services over its fiber network.
(2) Consists of legacy services of companies whose assets or
businesses were acquired by Cogent.
(3) See Schedules of Non-GAAP measures below for definitions
and reconciliations to GAAP measures.
(4) Network operations expense excludes equity-based compensation
expense of $149, $231, $370, $370, $385, $350 and $469 in the three-month periods ended March 31, 2023 through September 30,
2024, respectively. Network operations expense includes excise taxes, including Universal Service Fund fees, of $4,193, $11,040, $14,557,
$20,428, $20,549, $19,182 and $19,752 in the three-month periods ended March 31, 2023 through September 30, 2024, respectively.
(5) In connection with the acquisition of the Wireline Business,
Cogent classified revenue and customer connections as follows:
| · | $12.9 million of the Wireline Business monthly recurring revenue and 17,823
customer connections as corporate revenue and corporate customer connections, respectively, |
| · | $6.5 million of monthly recurring revenue and 5,711 customer connections
as net-centric revenue and net-centric customer connections, respectively, and |
| · | $20.1 million of monthly recurring revenue and 23,209 customer connections
as enterprise revenue and enterprise customer connections, respectively. |
| · | Conversely, Cogent reclassified $0.3 million of monthly recurring revenue
and 387 customer connections of legacy Cogent monthly recurring revenue to enterprise revenue and enterprise customer connections, respectively |
| o | $0.3 million of corporate monthly recurring revenue and 363 corporate customer connections and $0.02 million of net-centric monthly
recurring revenue and 24 net-centric customer connections. |
(6) GAAP gross profit is defined as total service revenue less
network operations expense, depreciation and amortization and equity-based compensation included in network operations expense. GAAP
gross margin is defined as GAAP gross profit divided by total service revenue.
(7) Non-GAAP gross profit represents service revenue less network
operations expense, excluding equity-based compensation and amounts shown separately (depreciation and amortization expense). Non-GAAP
gross margin is defined as non-GAAP gross profit divided by total service revenue. Management believes that non-GAAP gross profit and
non-GAAP gross margin are relevant measures to provide investors. Management uses them to measure the margin available to the company
after network service costs, in essence a measure of the efficiency of the Company’s network.
(8) Excludes equity-based compensation expense of $6,432, $6,018,
$7,041, $6,314, $6,565, $3,215 and $7,406 in the three-month periods ended March 31, 2023 through September 30, 2024, respectively
and excludes $400, $739, $351, $17,001, $9,037 and $12,370 of Sprint acquisition costs for the three-month periods ended March 31,
2023 through June 30, 2024, respectively. There were no fee Sprint acquisition costs for the three months ended June 30, 2024.
(9) As of September 30, 2024, Cogent was party to an interest
rate swap agreement (the “Swap Agreement”) that has the economic effect of modifying the fixed interest rate obligation associated
with its Senior Secured 2026 Notes to a variable interest rate obligation based on the Secured Overnight Financing Rate (“SOFR”)
so that the interest payable on the 2026 Notes effectively became variable based on overnight SOFR. Interest expense includes payments
of $9.5 million, $12.0 million and $12.1 million for the three-month periods ended June 30, 2023, December 31, 2023 and June 30,
2024, respectively related to the Swap Agreement. Under GAAP, changes in the valuation of the Swap Agreement are classified with interest
expense in the condensed consolidated statements of comprehensive (loss) income.
(10) The gain on bargain purchase from the Sprint acquisition
was $1.4 billion as shown below.
(In thousands)
Gain on bargain purchase |
|
|
|
| Fair value of net assets acquired |
|
$ |
826,067 |
|
| Total net consideration to be received from Seller, net of discounts |
|
|
602,581 |
|
| Gain on bargain purchase |
|
$ |
1,428,648 |
|
(11) Includes cash payments under the IP Transit Services Agreement,
as discussed above, of
| · | $29.2 million for the three months ended June 30, 2023, |
| · | $87.5 million for the three months ended September 30, 2023, |
| · | $87.5 million for the three months ended December 31, 2023, |
| · | $87.5 million for the three months ended March 31, 2024, |
| · | $66.7 million for the three months ended June 30, 2024, and |
| · | $25.0 million for the three months ended September 30, 2024. |
(12) In connection with the acquisition of the Wireline Business, Cogent
acquired 482 technical buildings. Forty-three of those buildings have been converted to a Cogent Data Center.
(13) In connection with the acquisition of the Wireline Business, Cogent
hired 942 total employees, including 75 quota bearing sales employees and 114 sales employees.
| · | As of June 30, 2023, there were 888 employees remaining from the original
Wireline Business employees. |
| · | As of September 30, 2023, there were 839 employees remaining from the
original Wireline Business employees. |
| · | As of December 31, 2023, there were 758 employees remaining from the
original Wireline Business employees. |
| · | As of March 31, 2024, there were 718 employees remaining from the original
Wireline Business employees. |
| · | As of June 30, 2024, there were 655 employees remaining from the original
Wireline Business employees. |
| · | As of September 30, 2024, there were 635 employees remaining from the
original Wireline Business employees. |
(14) In connection with the acquisition of the
Wireline Business the Company incurred the following Sprint Acquisition Costs
| · | $0.4 million of in the three months ended March 31,
2023, |
| · | $0.7 million in the three months ended June 30,
2023, |
| · | $0.4 million in the three months ended September 30,
2023, |
| · | $17.0 million in the three months ended December 31,
2023, |
| · | $9.0 million in the three months ended March 31,
2024, and |
| · | $12.4 million in the three months ended June 30,
2024. |
Included in Sprint acquisition costs were the
following reimbursable severance
| · | $16.2 million of reimbursable severance costs
in the three months ended December 31, 2023, |
| · | $4.3 million of reimbursable severance costs
in the three months ended March 31, 2024, and |
| · | $8.0 million of reimbursable severance costs
in the three months ended June 30, 2024 |
(15) Sales rep productivity for Q2 2023 included
9,084 net-centric customer connections from a commercial services agreement (“CSA”) with TMUSA entered into in May 2023.
Net-centric revenue under the CSA (predominantly on-net revenue) was
| · | $7.3 million for the three months ended June 30,
2023, |
| · | $8.0 million for the three months ended September 30,
2023, |
| · | $8.6 million for the three months ended December 31,
2023 |
| · | $3.2 million for the three months ended March 31,
2024, |
| · | $5.9 million for the three months ended June 30,
2024, and |
| · | $4.1 million for the three months ended September 30,
2024. |
Net-centric customer connections under the CSA
were
| · | 8,028 as of June 30, 2023, |
| · | 4,661 as of September 30, 2023, |
| · | 3,576 as of December 31, 2023, |
| · | 2,658 as of March 31, 2024, |
| · | 2,117 as of June 30, 2024, and |
| · | 2,053 as of September 30, 2024. |
(16) As of June 30, 2023, total non-core
customer connections included 8,486 Session Initiation Protocol (“SIP”) customer connections. This non-core corporate product
was discontinued. There were no SIP, non-core customer connections from September 30, 2023 to September 30, 2024.
(17) The first quarter 2024 dividend totaling
$45.8 million was declared on February 28, 2024, and paid on April 9, 2024.
(18) Included in on-net revenue and enterprise
revenue from May 2023 to July 2024 was $1.7 million of monthly revenue from an uneconomic resale customer acquired in connection with
the Wireline Business. The service was cancelled on July 31, 2024.
Schedules of Non-GAAP Measures
EBITDA, EBITDA, as adjusted for Sprint acquisition costs and
cash payments made to the Company under the IP Transit Services Agreement, EBITDA margin and EBITDA, as adjusted for Sprint acquisition
costs and cash payments made to the Company under the IP Transit Services Agreement , margin
EBITDA represents net cash flows provided by operating activities plus
changes in operating assets and liabilities, cash interest expense and cash income tax expense. Management believes the most directly
comparable measure to EBITDA calculated in accordance with generally accepted accounting principles in the United States, or GAAP, is
net cash provided by operating activities. The Company also believes that EBITDA is a measure frequently used by securities analysts,
investors, and other interested parties in their evaluation of issuers. EBITDA, as adjusted for Sprint acquisition costs and cash payments
under the IP Transit Services Agreement with T-Mobile, represents EBITDA plus costs related to the Company’s acquisition of the
Wireline Business and cash payments made to the Company under the IP Transit Agreement. EBITDA margin is defined as EBITDA divided by
total service revenue. EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Agreement
margin is defined as EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Agreement,
divided by total service revenue.
The Company believes that EBITDA, EBITDA, as adjusted for Sprint acquisition
costs and cash payments made to the Company under the IP Transit Services Agreement, EBITDA margin and EBITDA as adjusted for Sprint acquisition
costs and cash payments made to the Company under the IP Transit Services Agreement margin are useful measures of its ability to service
debt, fund capital expenditures, pay dividends and expand its business. The company believes its EBITDA, as adjusted for Sprint acquisition
costs and cash payments made to the Company under the IP Transit Services Agreement, is a useful measure because it includes recurring
cash flows stemming from the IP Transit Services Agreement that are of the same type as contracted payments under commercial contracts.
The measurements are an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial
information. EBITDA, EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Agreement,
EBITDA margin and EBITDA as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Agreement
margin are not recognized terms under GAAP and accordingly, should not be viewed in isolation or as a substitute for the analysis of results
as reported under GAAP, but rather as a supplemental measure to GAAP. For example, these measures are not intended to reflect the Company’s
free cash flow, as they do not consider certain current or future cash requirements, such as capital expenditures, contractual commitments,
and changes in working capital needs, interest expenses and debt service requirements. The Company’s calculations of these measures
may also differ from the calculations performed by its competitors and other companies and as such, their utility as a comparative measure
is limited.
EBITDA, and EBITDA, as adjusted for Sprint acquisition costs and
cash payments made to the Company under the IP Transit Services Agreement, are reconciled to net cash provided by operating activities
in the table below.
| ($ in 000’s) – unaudited | |
Q1
2023 | | |
Q2
2023 | | |
Q3
2023 | | |
Q4
2023 | | |
Q1
2024 | | |
Q2
2024 | | |
Q3
2024 | |
| Net cash provided
by (used in) operating activities | |
$ | 35,821 | | |
$ | 82,654 | | |
$ | (52,433 | ) | |
$ | (48,701 | ) | |
$ | 19,219 | | |
$ | (22,171 | ) | |
$ | (20,226 | ) |
| Changes in operating assets and
liabilities | |
$ | 1,435 | | |
$ | (90,373 | ) | |
$ | 51,064 | | |
$ | 36,288 | | |
$ | (34,640 | ) | |
$ | 11,077 | | |
$ | 22,868 | |
| Cash interest
expense and income tax expense | |
| 18,797 | | |
| 31,875 | | |
| 44,956 | | |
| 18,424 | | |
| 33,873 | | |
| 38,220 | | |
| 33,219 | |
| EBITDA | |
$ | 56,053 | | |
$ | 24,156 | | |
$ | 43,587 | | |
$ | 6,011 | | |
$ | 18,452 | | |
$ | 27,126 | | |
$ | 35,861 | |
| PLUS: Sprint
acquisition costs | |
$ | 400 | | |
$ | 739 | | |
$ | 351 | | |
$ | 17,001 | | |
$ | 9,037 | | |
$ | 12,370 | | |
$ | - | |
| PLUS: Cash
payments made to the Company under IP Transit Services Agreement | |
| - | | |
| 29,167 | | |
| 87,500 | | |
| 87,500 | | |
| 87,500 | | |
| 66,667 | | |
| 25,000 | |
| EBITDA,
as adjusted for Sprint acquisition costs and cash payments made to the Company under IP Transit Services Agreement | |
$ | 56,453 | | |
$ | 54,062 | | |
$ | 131,438 | | |
$ | 110,512 | | |
$ | 114,989 | | |
$ | 106,163 | | |
$ | 60,861 | |
| EBITDA
margin | |
| 36.5 | % | |
| 10.1 | % | |
| 15.8 | % | |
| 2.2 | % | |
| 6.9 | % | |
| 10.4 | % | |
| 13.9 | % |
| EBITDA,
as adjusted for Sprint acquisition costs and cash payments made to the Company under IP Transit Services Agreement, margin | |
| 36.8 | % | |
| 22.5 | % | |
| 47.7 | % | |
| 40.6 | % | |
| 43.2 | % | |
| 40.8 | % | |
| 23.7 | % |
Constant currency revenue is reconciled to service revenue as reported
in the tables below.
Constant currency impact on revenue changes – sequential
periods
| ($ in 000’s)
– unaudited |
|
Q1
2023 |
|
|
Q2
2023 |
|
|
Q3
2023 |
|
|
Q4
2023 |
|
|
Q1
2024 |
|
|
Q2
2024 |
|
|
Q3
2024 |
|
| Service revenue, as reported – current period |
|
$ |
153,588 |
|
|
$ |
239,806 |
|
|
$ |
275,429 |
|
|
$ |
272,099 |
|
|
$ |
266,168 |
|
|
$ |
260,443 |
|
|
$ |
257,202 |
|
| Impact of foreign currencies on service revenue |
|
|
(1,292 |
) |
|
|
(417 |
) |
|
|
10 |
|
|
|
375 |
|
|
|
(304 |
) |
|
|
323 |
|
|
|
(620 |
) |
| Service revenue - as adjusted for currency impact (1) |
|
$ |
152,296 |
|
|
$ |
239,389 |
|
|
$ |
275,439 |
|
|
$ |
272,474 |
|
|
$ |
265,864 |
|
|
$ |
260,766 |
|
|
$ |
256,582 |
|
| Service revenue, as reported – prior sequential period |
|
$ |
151,979 |
|
|
$ |
153,588 |
|
|
$ |
239,806 |
|
|
$ |
275,429 |
|
|
$ |
272,099 |
|
|
$ |
266,168 |
|
|
$ |
260,443 |
|
| Constant currency revenue increase (decrease) |
|
$ |
317 |
|
|
$ |
85,801 |
|
|
$ |
35,633 |
|
|
$ |
(2,955 |
) |
|
$ |
(6,235 |
) |
|
$ |
(5,402 |
) |
|
$ |
(3,861 |
) |
| Constant currency revenue percent increase (decrease) |
|
|
0.2 |
% |
|
|
55.9 |
% |
|
|
14.9 |
% |
|
|
-1.1 |
% |
|
|
-2.3 |
% |
|
|
-2.0 |
% |
|
|
-1.5 |
% |
| (1) | Service revenue, as adjusted for currency impact, is determined by translating the service revenue for the current period at the average
foreign currency exchange rates for the prior sequential period. The Company believes that disclosing quarterly sequential revenue growth
without the impact of foreign currencies on service revenue is a useful measure of sequential revenue growth. Service revenue, as adjusted
for currency impact, is an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial
information. |
Constant currency impact on revenue changes – prior year
periods
| ($ in 000’s)
– unaudited |
|
Q1
2023 |
|
|
Q2
2023 |
|
|
Q3
2023 |
|
|
Q4
2023 |
|
|
Q1
2024 |
|
|
Q2
2024 |
|
|
Q3
2024 |
|
| Service revenue, as reported – current period |
|
$ |
153,588 |
|
|
$ |
239,806 |
|
|
$ |
275,429 |
|
|
$ |
272,099 |
|
|
$ |
266,168 |
|
|
$ |
260,443 |
|
|
$ |
257,202 |
|
| Impact of foreign currencies on service revenue |
|
|
1,553 |
|
|
|
(277 |
) |
|
|
(1,768 |
) |
|
|
(1,412 |
) |
|
|
(362 |
) |
|
|
420 |
|
|
|
(213 |
) |
| Service revenue - as adjusted for currency impact (2) |
|
$ |
155,141 |
|
|
$ |
239,529 |
|
|
$ |
273,661 |
|
|
$ |
270,687 |
|
|
$ |
265,806 |
|
|
$ |
260,863 |
|
|
$ |
256,989 |
|
| Service revenue, as reported – prior year period |
|
|
149,175 |
|
|
|
148,450 |
|
|
$ |
150,000 |
|
|
$ |
151,979 |
|
|
$ |
153,588 |
|
|
$ |
239,806 |
|
|
$ |
275,429 |
|
| Constant currency revenue increase |
|
|
5,966 |
|
|
|
91,079 |
|
|
$ |
123,661 |
|
|
$ |
118,708 |
|
|
$ |
112,218 |
|
|
$ |
21,057 |
|
|
$ |
(18,440 |
) |
| Constant currency percent revenue increase |
|
|
4.0 |
% |
|
|
61.4 |
% |
|
|
82.4 |
% |
|
|
78.1 |
% |
|
|
73.1 |
% |
|
|
8.8 |
% |
|
|
-6.7 |
% |
| (2) | Service revenue, as adjusted for currency impact, is determined by translating the service revenue for the current period at the average
foreign currency exchange rates for the comparable prior year period. The Company believes that disclosing year over year revenue growth
without the impact of foreign currencies on service revenue is a useful measure of revenue growth. Service revenue, as adjusted for currency
impact, is an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial information. |
Revenue on a constant currency basis and adjusted for the impact
of excise taxes is reconciled to service revenue as reported in the tables below.
Constant currency and excise tax impact on revenue changes –
sequential periods
| ($ in 000’s)
– unaudited | |
Q1
2023 | | |
Q2
2023 | | |
Q3
2023 | | |
Q4
2023 | | |
Q1
2024 | | |
Q2
2024 | | |
Q3
2024 | |
| Service
revenue, as reported – current period | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | | |
$ | 272,099 | | |
$ | 266,168 | | |
$ | 260,443 | | |
$ | 257,202 | |
| Impact of
foreign currencies on service revenue | |
| (1,292 | ) | |
| (417 | ) | |
| 10 | | |
| 375 | | |
| (304 | ) | |
| 323 | | |
| (620 | ) |
| Impact of
excise taxes on service revenue | |
| (107 | ) | |
| (6,847 | ) | |
| (3,517 | ) | |
| (5,871 | ) | |
| (121 | ) | |
| 1,367 | | |
| (570 | ) |
| Service
revenue - as adjusted for currency and excise taxes impact (3) | |
$ | 152,189 | | |
$ | 232,542 | | |
$ | 271,922 | | |
$ | 266,603 | | |
$ | 265,743 | | |
$ | 262,133 | | |
$ | 256,012 | |
| Service
revenue, as reported – prior sequential period | |
$ | 151,979 | | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | | |
$ | 272,099 | | |
$ | 266,168 | | |
$ | 260,443 | |
| Constant
currency and excise taxes revenue increase (decrease) | |
$ | 210 | | |
$ | 78,954 | | |
$ | 32,116 | | |
$ | (8,826 | ) | |
$ | (6,356 | ) | |
$ | (4,035 | ) | |
$ | (4,431 | ) |
| Constant
currency and excise tax revenue percent increase (decrease) | |
| 0.1 | % | |
| 51.4 | % | |
| 13.4 | % | |
| -3.2 | % | |
| -2.3 | % | |
| -1.5 | % | |
| -1.7 | % |
| (3) | Service revenue, as adjusted for currency impact and the impact of excise taxes, is determined by translating the service revenue
for the current period at the average foreign currency exchange rates for the prior sequential period and adjusting for the changes in
excise taxes recorded as revenue between the periods presented. The Company believes that disclosing quarterly sequential revenue growth
without the impact of foreign currencies and excise taxes on service revenue is a useful measure of sequential revenue growth. Service
revenue, as adjusted for the impact of foreign currency and excise taxes, is an integral part of the internal reporting and planning system
used by management as a supplement to GAAP financial information. |
Constant currency and excise tax impact on revenue changes –
prior year periods
| ($ in 000’s)
– unaudited | |
Q1
2023 | | |
Q2
2023 | | |
Q3
2023 | | |
Q4
2023 | | |
Q1
2024 | | |
Q2
2024 | | |
Q3
2024 | |
| Service
revenue, as reported – current period | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | | |
$ | 272,099 | | |
$ | 266,168 | | |
$ | 260,443 | | |
$ | 257,202 | |
| Impact of
foreign currencies on service revenue | |
| 1,553 | | |
| (277 | ) | |
| (1,768 | ) | |
| (1,412 | ) | |
| (362 | ) | |
| 420 | | |
| (213 | ) |
| Impact of
excise taxes on service revenue | |
| (451 | ) | |
| (7,592 | ) | |
| (10,439 | ) | |
| (16,342 | ) | |
| (16,356 | ) | |
| (8,142 | ) | |
| (5,195 | ) |
| Service
revenue - as adjusted for currency and excise taxes impact (4) | |
$ | 154,690 | | |
$ | 231,937 | | |
$ | 263,222 | | |
$ | 254,345 | | |
$ | 249,450 | | |
$ | 252,721 | | |
$ | 251,794 | |
| Service
revenue, as reported – prior year period | |
$ | 149,175 | | |
$ | 148,450 | | |
$ | 150,000 | | |
$ | 151,979 | | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | |
| Constant
currency and excise taxes revenue increase | |
$ | 5,515 | | |
$ | 83,487 | | |
$ | 113,222 | | |
$ | 102,366 | | |
$ | 95,862 | | |
$ | 12,915 | | |
$ | (23,635 | ) |
| Constant
currency and excise tax percent revenue increase | |
| 3.7 | % | |
| 56.2 | % | |
| 75.5 | % | |
| 67.4 | % | |
| 62.4 | % | |
| 5.4 | % | |
| -8.6 | % |
| (4) | Service revenue, as adjusted for currency impact and the impact of excise taxes, is determined by translating the service revenue
for the current period at the average foreign currency exchange rates for the prior year period and adjusting for the changes in excise
taxes recorded as revenue between the periods presented. The Company believes that disclosing quarterly sequential revenue growth without
the impact of foreign currencies and excise taxes on service revenue is a useful measure of sequential revenue growth. Service revenue,
as adjusted for the impact of foreign currency and excise taxes, is an integral part of the internal reporting and planning system used
by management as a supplement to GAAP financial information. |
Non-GAAP gross profit and non-GAAP gross margin
Non-GAAP gross profit and non-GAAP gross margin are reconciled to
GAAP gross profit and GAAP gross margin in the table below.
| ($ in 000’s) – unaudited | |
Q1
2023 | | |
Q2
2023 | | |
Q3
2023 | | |
Q4
2023 | | |
Q1
2024 | | |
Q2
2024 | | |
Q3
2024 | |
| Service
revenue total | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | | |
$ | 272,099 | | |
$ | 266,168 | | |
$ | 260,443 | | |
$ | 257,202 | |
| Minus -
Network operations expense including equity-based compensation and depreciation and amortization expense | |
| 83,798 | | |
| 190,013 | | |
| 260,328 | | |
| 242,355 | | |
| 239,824 | | |
| 230,203 | | |
| 247,367 | |
| GAAP
Gross Profit (5) | |
$ | 69,790 | | |
$ | 49,793 | | |
$ | 15,101 | | |
$ | 29,744 | | |
$ | 26,344 | | |
$ | 30,240 | | |
$ | 9,835 | |
| Plus - Equity-based
compensation – network operations expense | |
| 149 | | |
| 231 | | |
| 370 | | |
| 370 | | |
| 385 | | |
| 350 | | |
| 469 | |
| Plus –
Depreciation and amortization expense | |
$ | 25,160 | | |
$ | 52,511 | | |
$ | 86,734 | | |
$ | 67,805 | | |
$ | 70,891 | | |
$ | 74,036 | | |
$ | 85,815 | |
| Non-GAAP
Gross Profit (6) | |
$ | 95,099 | | |
$ | 102,535 | | |
$ | 102,205 | | |
$ | 97,919 | | |
$ | 97,620 | | |
$ | 104,626 | | |
$ | 96,119 | |
| GAAP
Gross Margin (5) | |
| 45.4 | % | |
| 20.8 | % | |
| 5.5 | % | |
| 10.9 | % | |
| 9.9 | % | |
| 11.6 | % | |
| 3.8 | % |
| Non-GAAP
Gross Margin (6) | |
| 61.9 | % | |
| 42.8 | % | |
| 37.1 | % | |
| 36.0 | % | |
| 36.7 | % | |
| 40.2 | % | |
| 37.4 | % |
(5) GAAP gross profit is defined as total service revenue
less network operations expense, depreciation and amortization and equity-based compensation included in network operations expense. GAAP
gross margin is defined as GAAP gross profit divided by total service revenue.
(6) Non-GAAP gross profit represents service revenue
less network operations expense, excluding equity-based compensation and amounts shown separately (depreciation and amortization expense).
Non-GAAP gross margin is defined as non-GAAP gross profit divided by total service revenue. Management believes that non-GAAP gross profit
and non-GAAP gross margin are relevant measures for investors, as they are measures that management uses to measure the margin and amount
available to the Company after network service costs, in essence, these are measures of the efficiency of the Company’s network.
Gross and Net Leverage Ratios
Gross leverage ratio is defined as total debt divided by the trailing
12 months EBITDA, as adjusted for Sprint acquisition costs and cash payments under the IP Transit Services Agreement. Net leverage ratio
is defined as total net debt (total debt minus cash and cash equivalents) divided by the last 12 months EBITDA, as adjusted for Sprint
acquisition costs and cash payments under the IP Transit Services Agreement. Cogent’s gross leverage ratios and net leverage ratios
are shown below.
| ($ in 000’s)
– unaudited | |
As
of
March 31,
2023 | | |
As
of
June 30,
2023 | | |
As
of
September 30,
2023 | | |
As
of
December 31,
2023 | | |
As
of
March 31,
2024 | | |
As
of
June 30,
2024 | | |
As
of
September 30,
2024 | |
| Cash
and cash equivalents & restricted cash | |
$ | 234,422 | | |
$ | 243,953 | | |
$ | 166,072 | | |
$ | 113,781 | | |
$ | 163,274 | | |
$ | 426,241 | | |
$ | 316,092 | |
| Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Capital
(finance) leases – current portion | |
| 19,782 | | |
| 20,114 | | |
| 63,236 | | |
| 64,594 | | |
| 64,043 | | |
| 21,253 | | |
| 21,939 | |
| Capital
(finance) leases – long term | |
| 300,600 | | |
| 311,405 | | |
| 419,941 | | |
| 419,921 | | |
| 453,473 | | |
| 405,176 | | |
| 460,632 | |
| Senior Secured
2026 Notes | |
| 500,000 | | |
| 500,000 | | |
| 500,000 | | |
| 500,000 | | |
| 500,000 | | |
| 500,000 | | |
| 500,000 | |
| Secured
IPV4 Notes | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 206,000 | | |
| 206,000 | |
| Senior Unsecured
2027 Notes | |
| 450,000 | | |
| 450,000 | | |
| 450,000 | | |
| 450,000 | | |
| 450,000 | | |
| 750,000 | | |
| 750,000 | |
| Total debt | |
| 1,270,382 | | |
| 1,281,519 | | |
| 1,433,177 | | |
| 1,434,515 | | |
| 1,467,516 | | |
| 1,882,429 | | |
| 1,938,571 | |
| Total net
debt | |
| 1,035,960 | | |
| 1,037,566 | | |
| 1,267,105 | | |
| 1,320,734 | | |
| 1,304,242 | | |
| 1,456,188 | | |
| 1,622,479 | |
| Trailing
12 months EBITDA, as adjusted for Sprint acquisition costs and cash payments from the IP Transit Services Agreement | |
| 232,169 | | |
| 227,774 | | |
| 298,984 | | |
| 352,465 | | |
| 411,001 | | |
| 463,102 | | |
| 392,525 | |
| Gross leverage
ratio | |
| 5.47 | | |
| 5.63 | | |
| 4.79 | | |
| 4.07 | | |
| 3.57 | | |
| 4.06 | | |
| 4.94 | |
| Net leverage
ratio | |
| 4.46 | | |
| 4.56 | | |
| 4.24 | | |
| 3.75 | | |
| 3.17 | | |
| 3.14 | | |
| 4.13 | |
Cogent’s SEC filings are available online via the Investor Relations
section of www.cogentco.com or on the Securities and Exchange Commission’s website at www.sec.gov.
COGENT COMMUNICATIONS HOLDINGS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2024 AND DECEMBER 31, 2023
(IN THOUSANDS, EXCEPT SHARE DATA)
| | |
September 30, | | |
December 31, | |
| | |
2024 | | |
2023 | |
| | |
(Unaudited) | | |
| |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 279,191 | | |
$ | 75,092 | |
| Restricted cash | |
| 36,901 | | |
| 38,689 | |
| Accounts receivable, net of
allowance for credit losses of $10,223 and $3,677, respectively | |
| 99,565 | | |
| 135,475 | |
| Due from T-Mobile, IP Transit
Services Agreement, current portion, net of discount of $18,468 and $24,898, respectively | |
| 81,532 | | |
| 179,269 | |
| Due from T-Mobile, Transition
Services Agreement | |
| — | | |
| 4,514 | |
| Prepaid
expenses and other current assets | |
| 72,214 | | |
| 80,588 | |
| Total current assets | |
| 569,403 | | |
| 513,627 | |
| Property and equipment: | |
| | | |
| | |
| Property and equipment | |
| 3,227,805 | | |
| 2,947,376 | |
| Accumulated
depreciation and amortization | |
| (1,607,122 | ) | |
| (1,409,559 | ) |
| Total property and equipment,
net | |
| 1,620,683 | | |
| 1,537,817 | |
| Right-of-use leased assets | |
| 289,894 | | |
| 361,587 | |
| IPv4 intangible assets | |
| 458,000 | | |
| 458,000 | |
| Other intangible assets,
net | |
| 13,481 | | |
| 14,815 | |
| Deposits and other assets | |
| 29,668 | | |
| 23,438 | |
| Due from T-Mobile, IP
Transit Services Agreement, net of discount of $15,644 and $27,916, respectively | |
| 201,022 | | |
| 263,750 | |
| Due
from T-Mobile, Purchase Agreement, net of discount of $6,172 and $13,725, respectively | |
| 21,943 | | |
| 38,585 | |
| Total
assets | |
$ | 3,204,094 | | |
$ | 3,211,619 | |
| | |
| | | |
| | |
| Liabilities and stockholders’
equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 53,053 | | |
$ | 48,356 | |
| Accrued and other current liabilities | |
| 148,204 | | |
| 120,523 | |
| Due to T-Mobile – Transition
Services Agreement | |
| 1,570 | | |
| 66,908 | |
| Due to T-Mobile – Purchase
Agreement | |
| — | | |
| 4,981 | |
| Current maturities, operating
lease liabilities | |
| 55,867 | | |
| 67,962 | |
| Finance
lease obligations, current maturities | |
| 21,939 | | |
| 64,594 | |
| Total current liabilities | |
| 280,633 | | |
| 373,324 | |
| Senior secured 2026 notes,
net of unamortized debt costs of $443 and $645, respectively, and discounts of $590 and $857, respectively | |
| 498,967 | | |
| 498,498 | |
| Senior unsecured 2027 notes,
net of unamortized debt costs of $1,997 and $941, respectively, and discounts of $7,699 and $1,970, respectively | |
| 740,304 | | |
| 447,088 | |
| Secured IPv4 notes, net
of debt costs of $7,016 | |
| 198,984 | | |
| — | |
| Operating lease liabilities,
net of current maturities | |
| 270,932 | | |
| 330,095 | |
| Finance lease obligations,
net of current maturities | |
| 460,632 | | |
| 419,921 | |
| Deferred income tax liabilities | |
| 382,987 | | |
| 471,498 | |
| Other
long-term liabilities | |
| 47,102 | | |
| 61,639 | |
| Total liabilities | |
| 2,880,541 | | |
| 2,602,063 | |
| Commitments and contingencies: | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Common stock, $0.001 par value;
75,000,000 shares authorized; 49,012,688 and 48,608,569 shares issued and outstanding, respectively | |
| 49 | | |
| 49 | |
| Additional paid-in capital | |
| 620,410 | | |
| 606,755 | |
| Accumulated other comprehensive
loss | |
| (12,294 | ) | |
| (14,385 | ) |
| Accumulated
(deficit) earnings | |
| (284,612 | ) | |
| 17,137 | |
| Total stockholders’
equity | |
| 323,553 | | |
| 609,556 | |
| Total
liabilities and stockholders’ equity | |
$ | 3,204,094 | | |
$ | 3,211,619 | |
COGENT COMMUNICATIONS HOLDINGS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
LOSS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024
AND SEPTEMBER 30, 2023
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
| | |
Three Months Ended | | |
Three Months Ended | |
| | |
September 30, 2024 | | |
September 30, 2023 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Service revenue | |
$ | 257,202 | | |
$ | 275,429 | |
| Operating expenses: | |
| | | |
| | |
| Network operations (including
$469 and $370 of equity-based compensation expense, respectively, exclusive of depreciation and amortization shown separately below) | |
| 161,552 | | |
| 173,594 | |
| Selling, general, and administrative
(including $7,406 and $7,041 of equity-based compensation expense, respectively) | |
| 67,664 | | |
| 65,308 | |
| Acquisition costs – Sprint
Business | |
| — | | |
| 351 | |
| Depreciation
and amortization | |
| 85,815 | | |
| 86,734 | |
| Total operating expenses | |
| 315,031 | | |
| 325,987 | |
| Operating loss | |
| (57,829 | ) | |
| (50,558 | ) |
| Interest expense, including
change in valuation interest rate swap agreement | |
| (26,877 | ) | |
| (29,023 | ) |
| Gain on bargain purchase
– Sprint Business | |
| — | | |
| (3,332 | ) |
| Interest income –
IP Transit Services Agreement | |
| 5,438 | | |
| 10,299 | |
| Interest income –
Purchase Agreement | |
| 409 | | |
| 664 | |
| Interest
income and other, net | |
| (1,153 | ) | |
| 1,604 | |
| Loss before income taxes | |
| (80,012 | ) | |
| (70,346 | ) |
| Income
tax benefit | |
| 16,900 | | |
| 13,623 | |
| Net
loss | |
$ | (63,112 | ) | |
$ | (56,723 | ) |
| | |
| | | |
| | |
| Comprehensive loss: | |
| | | |
| | |
| Net loss | |
$ | (63,112 | ) | |
$ | (56,723 | ) |
| Foreign
currency translation adjustment | |
| 8,847 | | |
| (4,134 | ) |
| Comprehensive
loss | |
$ | (54,265 | ) | |
$ | (60,857 | ) |
| | |
| | | |
| | |
| Net loss per common share: | |
| | | |
| | |
| Basic net loss per common
share | |
$ | (1.33 | ) | |
$ | (1.20 | ) |
| Diluted net loss per common
share | |
$ | (1.33 | ) | |
$ | (1.20 | ) |
| Dividends declared per common share | |
$ | 0.985 | | |
$ | 0.945 | |
| | |
| | | |
| | |
| Weighted-average common
shares - basic | |
| 47,426,131 | | |
| 47,227,338 | |
| | |
| | | |
| | |
| Weighted-average common
shares - diluted | |
| 47,426,131 | | |
| 47,227,338 | |
COGENT COMMUNICATIONS HOLDINGS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
(LOSS) INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
AND SEPTEMBER 30, 2023
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
| | |
Nine Months Ended | | |
Nine Months Ended | |
| | |
September 30, 2024 | | |
September 30, 2023 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Service revenue | |
$ | 783,813 | | |
$ | 668,822 | |
| Operating expenses: | |
| | | |
| | |
| Network operations (including $1,204 and $750 of equity-based compensation expense, respectively, exclusive of depreciation and amortization shown separately below) | |
| 486,657 | | |
| 369,734 | |
| Selling, general, and administrative (including $17,186 and $19,491 of equity-based compensation expense, respectively) | |
| 212,706 | | |
| 194,046 | |
| Acquisition costs – Sprint Business | |
| 21,407 | | |
| 1,490 | |
| Depreciation and amortization | |
| 230,747 | | |
| 164,403 | |
| Total operating expenses | |
| 951,517 | | |
| 729,673 | |
| Gain on lease termination | |
| 3,332 | | |
| — | |
| Operating loss | |
| (164,372 | ) | |
| (60,851 | ) |
| Interest expense, including change in valuation interest rate swap agreement | |
| (85,575 | ) | |
| (76,138 | ) |
| Gain on bargain purchase – Sprint Business | |
| 22,202 | | |
| 1,152,386 | |
| Interest income – IP Transit Services Agreement | |
| 18,702 | | |
| 17,968 | |
| Interest income – Purchase Agreement | |
| 331 | | |
| 1,170 | |
| Interest income and other, net | |
| 4,074 | | |
| 5,154 | |
| (Loss) income before income taxes | |
| (204,638 | ) | |
| 1,039,689 | |
| Income tax benefit | |
| 43,881 | | |
| 33,599 | |
| Net (loss) income | |
$ | (160,757 | ) | |
$ | 1,073,288 | |
| | |
| | | |
| | |
| Comprehensive (loss) income: | |
| | | |
| | |
| Net (loss) income | |
$ | (160,757 | ) | |
$ | 1,073,288 | |
| Foreign currency translation adjustment | |
| 2,091 | | |
| (605 | ) |
| Comprehensive (loss) income | |
$ | (158,666 | ) | |
$ | 1,072,683 | |
| | |
| | | |
| | |
| Net (loss) income per common share: | |
| | | |
| | |
| Basic net (loss) income per common share | |
$ | (3.39 | ) | |
$ | 22.72 | |
| Diluted net (loss) income per common share | |
$ | (3.39 | ) | |
$ | 22.54 | |
| Dividends declared per common share | |
$ | 2.925 | | |
$ | 2.805 | |
| | |
| | | |
| | |
| Weighted-average common shares - basic | |
| 47,453,906 | | |
| 47,234,025 | |
| | |
| | | |
| | |
| Weighted-average common shares - diluted | |
| 47,453,906 | | |
| 47,624,709 | |
COGENT COMMUNICATIONS HOLDINGS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024
AND SEPTEMBER 30, 2023
(IN THOUSANDS)
| | |
Three Months Ended | | |
Three Months Ended | |
| | |
September 30, 2024 | | |
September 30, 2023 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net loss | |
$ | (63,112 | ) | |
$ | (56,723 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 85,815 | | |
| 86,734 | |
| Amortization of debt costs and discounts | |
| 1,260 | | |
| 334 | |
| Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements | |
| (5,847 | ) | |
| (10,963 | ) |
| Equity-based compensation expense (net of amounts capitalized) | |
| 7,874 | | |
| 7,411 | |
| Gain on bargain purchase – Sprint Business | |
| — | | |
| 3,332 | |
| Gains – lease terminations and other, net | |
| — | | |
| 354 | |
| Deferred income taxes | |
| (23,348 | ) | |
| (36,319 | ) |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 12,111 | | |
| 1,671 | |
| Prepaid expenses and other current assets | |
| (16,849 | ) | |
| 9,377 | |
| Due to T-Mobile – Transition Services Agreement | |
| 16,185 | | |
| 9,530 | |
| Due from T-Mobile – Transition Services Agreement | |
| (716 | ) | |
| (9,816 | ) |
| Accounts payable, accrued liabilities and other long-term liabilities | |
| (29,913 | ) | |
| (57,045 | ) |
| Deposits and other assets | |
| (3,686 | ) | |
| (310 | ) |
| Net cash used in operating activities | |
| (20,226 | ) | |
| (52,433 | ) |
| Cash flows from investing activities: | |
| | | |
| | |
| Cash payments - IP Transit Services Agreement – T-Mobile | |
| 25,000 | | |
| 87,500 | |
| Purchases of property and equipment | |
| (59,244 | ) | |
| (25,373 | ) |
| Net cash (used in) provided by investing activities | |
| (34,244 | ) | |
| 62,127 | |
| Cash flows from financing activities: | |
| | | |
| | |
| Dividends paid | |
| (47,210 | ) | |
| (45,136 | ) |
| Proceeds from exercises of stock options | |
| 748 | | |
| 402 | |
| Principal payments of finance lease obligations | |
| (4,516 | ) | |
| (41,302 | ) |
| Net cash used in financing activities | |
| (50,978 | ) | |
| (86,036 | ) |
| Effect of exchange rates changes on cash | |
| (4,701 | ) | |
| (1,539 | ) |
| Net decrease in cash, cash equivalents and restricted cash | |
| (110,149 | ) | |
| (77,881 | ) |
| Cash, cash equivalents and restricted cash, beginning of period | |
| 426,241 | | |
| 243,953 | |
| Cash, cash equivalents and restricted cash, end of period | |
$ | 316,092 | | |
$ | 166,072 | |
COGENT COMMUNICATIONS HOLDINGS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER
30, 2024 AND SEPTEMBER 30, 2023
(IN THOUSANDS)
| | |
Nine Months Ended | | |
Nine Months Ended | |
| | |
September 30, 2024 | | |
September 30, 2023 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net (loss) income | |
$ | (160,757 | ) | |
$ | 1,073,288 | |
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 230,747 | | |
| 164,403 | |
| Amortization of debt costs and discounts | |
| 2,364 | | |
| 986 | |
| Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements | |
| (19,033 | ) | |
| (19,138 | ) |
| Equity-based compensation expense (net of amounts capitalized) | |
| 18,390 | | |
| 20,241 | |
| Gain on bargain purchase – Sprint Business | |
| (22,202 | ) | |
| (1,152,386 | ) |
| Gains – lease terminations and other, net | |
| (3,332 | ) | |
| (277 | ) |
| Deferred income taxes | |
| (66,902 | ) | |
| (63,509 | ) |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 35,910 | | |
| (3,247 | ) |
| Prepaid expenses and other current assets | |
| (3,949 | ) | |
| (4,763 | ) |
| Due to T-Mobile – Transition Services Agreement | |
| (65,338 | ) | |
| 69,629 | |
| Due from T-Mobile – Transition Services Agreement | |
| 4,514 | | |
| (16,831 | ) |
| Accounts payable, accrued liabilities and other long-term liabilities | |
| 32,785 | | |
| (2,176 | ) |
| Deposits and other assets | |
| (6,374 | ) | |
| (177 | ) |
| Net cash (used in) provided by operating activities | |
| (23,177 | ) | |
| 66,043 | |
| Cash flows from investing activities: | |
| | | |
| | |
| Cash payments - IP Transit Services Agreement – T-Mobile | |
| 179,167 | | |
| 116,667 | |
| Acquisition of Sprint Business, net of $47.1 million of cash acquired in 2023 | |
| 12,323 | | |
| (14,037 | ) |
| Purchases of property and equipment | |
| (148,894 | ) | |
| (86,023 | ) |
| Net cash provided by investing activities | |
| 42,596 | | |
| 16,607 | |
| Cash flows from financing activities: | |
| | | |
| | |
| Dividends paid | |
| (140,992 | ) | |
| (135,354 | ) |
| Purchases of common stock | |
| (7,968 | ) | |
| — | |
| Net proceeds from issuance of senior unsecured 2027 Notes - net of discount of $6.8 million and debt costs of $1.4 million | |
| 291,879 | | |
| — | |
| Net proceeds from issuance of secured IPv4 notes – net of debt costs of $7.6 million | |
| 198,426 | | |
| — | |
| Proceeds from exercises of stock options | |
| 952 | | |
| 787 | |
| Principal payments of finance lease obligations | |
| (46,653 | ) | |
| (58,549 | ) |
| Settlement of finance lease – at a discount | |
| (114,576 | ) | |
| — | |
| Net cash provided by (used in) financing activities | |
| 181,068 | | |
| (193,116 | ) |
| Effect of exchange rates changes on cash | |
| 1,824 | | |
| 626 | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | |
| 202,311 | | |
| (109,840 | ) |
| Cash, cash equivalents and restricted cash, beginning of period | |
| 113,781 | | |
| 275,912 | |
| Cash, cash equivalents and restricted cash, end of period | |
$ | 316,092 | | |
$ | 166,072 | |
Except for historical information and discussion
contained herein, statements contained in this release constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements include, but are not limited to statements identified by words such as “believes,”
“expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,”
“projects” and similar expressions. The statements in this release are based upon the current beliefs and expectations of
Cogent’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. Numerous factors could cause or contribute to such differences, including the impact of our acquisition of
the Wireline Business, including our difficulties integrating our business with the acquired Wireline Business, which may result in the
combined company not operating as effectively or efficiently as expected; transition services required to support the acquired Wireline
Business and the related costs continuing for a longer period than expected; transition related costs associated with the acquisition;
the COVID-19 pandemic and the related government policies; future economic instability in the global economy, including the risk of economic
recession, recent bank failures and liquidity concerns at certain other banks or a contraction of the capital markets, which could affect
spending on Internet services and our ability to engage in financing activities; the impact of changing foreign exchange rates (in particular
the Euro to USD and Canadian dollar to USD exchange rates) on the translation of our non-USD denominated revenues, expenses, assets and
liabilities; legal and operational difficulties in new markets; the imposition of a requirement that we contribute to the US Universal
Service Fund on the basis of our Internet revenue; changes in government policy and/or regulation, including net neutrality rules
by the United States Federal Communications Commission and in the area of data protection; cyber-attacks or security breaches of our network;
increasing competition leading to lower prices for our services; our ability to attract new customers and to increase and maintain the
volume of traffic on our network; the ability to maintain our Internet peering arrangements and right-of-way agreements on favorable terms;
our reliance on a few equipment vendors, and the potential for hardware or software problems associated with such equipment; the dependence
of our network on the quality and dependability of third-party fiber and right-of-way providers; our ability to retain certain customers
that comprise a significant portion of our revenue base; the management of network failures and/or disruptions; our ability to make payments
on our indebtedness as they become due and outcomes in litigation, risks associated with variable interest rates under our interest rate
swap agreement, and outcomes in litigation as well as other risks discussed from time to time in our filings with the Securities and Exchange
Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2023 and our Form 10-Q
for the quarterly periods ended June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024 and September 30,
2024. Cogent undertakes no duty to update any forward-looking statement or any information contained in this press release or in other
public disclosures at any time.
###
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Cogent Communications (NASDAQ:CCOI)
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Cogent Communications (NASDAQ:CCOI)
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