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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): August 8, 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 August 8, 2024, Cogent Communications Holdings, Inc. issued a press release summarizing its financial results for the second quarter of 2024. The Company will hold a conference call regarding its financial results at 8:30 a.m. ET on August 8, 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:

 

Exhibit 
Number
  Description
99.1   Press Release of Cogent Communications Holdings, Inc. dated August 8, 2024. (filed herewith).
     
104   Cover Page Data File (the cover page XBRL tags are embedded within the iXBRL document).

 

 


 

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.
   
August 8, 2024 By: /s/ David Schaeffer
    Name: David Schaeffer
    Title:  President and Chief Executive Officer

 

 

 

EX-99.1 2 tm2421010d1_ex99-1.htm EXHIBIT 99.1

 

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 Second Quarter 2024 Results and Increases its Regular Quarterly Dividend on its Common Stock

 

Financial and Business Highlights

 

· Service revenue was $239.8 million for Q2 2023 and was $260.4 million for Q2 2024.

· EBITDA margin was 6.9% for Q1 2024 and 10.4% for Q2 2024.

· EBITDA, as adjusted for Sprint acquisition costs and cash received under the IP Transit Agreement with T-Mobile was $115.0 million for Q1 2024 and $106.2 million for Q2 2024.

· Gross margin – Non-GAAP - was 36.7% for Q1 2024 and 40.2% for Q2 2024.

o Gross margin was 9.9% for Q1 2024 and 11.6% for Q2 2024.

· Gross leverage ratio was 3.57 for Q1 2024 and was 4.06 for Q2 2024.

o Net leverage ratio was 3.17 for Q1 2024 and was 3.14 for Q2 2024.

o Cogent closed its issuance of $206.0 million of its 7.9% IPV4 Securitized Notes on May 2, 2024.

o Cogent closed its issuance of $300.0 million of its 7.0% Unsecured Notes on June 11, 2024.

· Cogent purchased 153,322 shares of its common stock for $8.0 million in Q2 2024 under its buyback program.

· Cogent approved an increase of $0.01 per share to its regular quarterly dividend for a total of $0.985 per share for Q3 2024 as compared to $0.975 per share for Q2 2024 – Cogent’s forty-eighth consecutive quarterly dividend increase.

 

[WASHINGTON, D.C. August 8, 2024] Cogent Communications Holdings, Inc. (NASDAQ: CCOI) (“Cogent”) today announced service revenue of $260.4 million for the three months ended June 30, 2024, a decrease of 2.2% from the three months ended March 31, 2024 and an increase of 8.6% from the three months ended June 30, 2023. Foreign exchange rates negatively impacted service revenue growth from the three months ended March 31, 2024 to the three months ended June 30, 2024 by $0.3 million and negatively impacted service revenue growth from the three months ended June 30, 2023 to the three months ended June 30, 2024 by $0.4 million. On a constant currency basis, service revenue decreased by 2.0% from the three months ended March 31, 2024 to the three months ended June 30, 2024, and increased by 8.8% for the three months ended June 30, 2023 to the three months ended June 30, 2024.

 

Page 1 of 22


 

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 $140.6 million for the three months ended June 30, 2024, an increase of 1.5% from the three months ended March 31, 2024 and an increase of 10.3% from the three months ended June 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 $111.5 million for the three months ended June 30, 2024, a decrease of 5.7% from the three months ended March 31, 2024 and an increase of 9.3% from the three months ended June 30, 2023.

 

Wavelength revenue was $3.6 million for the three months ended June 30, 2024, an increase of 9.0% from the three months ended March 31, 2024 and an increase of 128.7% from the three months ended March 31, 2023.

 

Non-core services are legacy services, which Cogent acquired and continues to support but does not actively sell. Non-core revenue was $4.6 million for the three months ended June 30, 2024, $6.0 million for the three months ended March 31, 2024 and was $8.6 million for the three months ended June 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 39.3% from the three months ended June 30, 2023 to $30.2 million for the three months ended June 30, 2024 and increased by 14.8% from the three months ended March 31, 2024.

 

GAAP gross margin was 11.6% for the three months ended June 30, 2024, 9.9% for the three months ended March 31, 2024 and 20.8% for the three months ended June 30, 2023.

 

Page 2 of 22


 

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 increased by 2.0% from the three months ended June 30, 2023 to $104.6 million for the three months ended June 30, 2024 and increased by 7.2% from the three months ended March 31, 2024.

 

Non-GAAP gross margin was 40.2% for the three months ended June 30, 2024, 36.7% for the three months ended March 31, 2024 and 42.8% for the three months ended June 30, 2023.

 

Net cash used in operating activities was $22.2 million for the three months ended June 30, 2024. Net cash provided by operating activities was $19.2 million for the three months ended March 31, 2024 and $82.7 million for the three months ended June 30, 2023.

 

Total Sprint acquisition costs were $12.4 million for the three months ended June 30, 2024, $9.0 million for the three months ended March 31, 2024 and $0.7 million for the three months ended June 30, 2023. Severance costs, reimbursed by T-Mobile, and included in Sprint acquisition costs, were $8.0 million for the three months ended June 30, 2024 and $4.3 million for the three months ended March 31, 2024.

 

Earnings before interest, taxes, depreciation and amortization (EBITDA), as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement (discussed below) was $106.2 million for the three months ended June 30, 2024, $115.0 million for the three months ended March 31, 2024 and $54.1 million for the three months ended June 30, 2023.

 

EBITDA as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement margin, was 40.8% for the three months ended June 30, 2024, 43.2% for the three months ended March 31, 2024 and 22.5% for the three months ended June 30, 2023.

 

Basic net (loss) income per share was $(0.68) for the three months ended June 30, 2024, $(1.38) for the three months ended March 31, 2024 and $23.84 for the three months ended June 30, 2023. Diluted net income (loss) per share was $(0.68) for the three months ended June 30, 2024, $(1.38) for the three months ended March 31, 2024 and $23.65 for the three months ended June 30, 2023.

 

Page 3 of 22


 

Total customer connections decreased by 15.0% from June 30, 2023 to128,782 as of June 30, 2024 and decreased by 3.1% from March 31, 2024. On-net customer connections decreased by 5.9% from June 30, 2023 to 87,387 as of June 30, 2024 and decreased by 0.2% from March 31, 2024. Off-net customer connections decreased by 15.5% from June 30, 2023 to 32,758 as of June 30, 2024 and decreased by 5.3% from March 31, 2024. Wavelength customer connections were 754 as of June 30, 2024, 693 as of March 31, 2024 and 414 as of June 30, 2023. Non-core customer connections were 7,883 as of June 30, 2024, 10,037 as of March 31, 2024 and 19,408 as of June 30, 2023.

 

The number of on-net buildings increased by 159 from June 30, 2023 to 3,386 as of June 30, 2024 and increased by 65 from March 31, 2024.

 

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 $66.7 million, $87.5 million and $29.2 million in the three months ended June 30, 2024, March 31, 2024 and June 30, 2023 respectively.

 

Commercial Services Agreement

 

Additionally, 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 $5.9 million for the three months ended June 30, 2024, an increase of 86.2% from $3.2 million for the three months ended March 31, 2024.

 

Quarterly Dividend Increase Approved

 

On August 7, 2024, Cogent’s Board approved a regular quarterly dividend of $0.985 per share payable on September 6, 2024 to shareholders of record on August 22, 2024. This third quarter 2024 regular dividend represents an increase of $0.01 per share, or 1.0%, from the second quarter 2024 regular dividend of $0.975 per share and an annual increase of 4.2% from the third quarter 2023 dividend of $0.945 per share.

 

Page 4 of 22


 

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.

 

Residual Impact of COVID-19 Pandemic on Corporate Results

 

Beginning with and throughout the COVID-19 pandemic, Cogent witnessed a deteriorating real estate market in and around the buildings it serves in central business districts in North America, largely attributable to businesses continuing remote work policies instituted during the COVID-19 pandemic. Because of the rising vacancy levels and falling lease initiations or renewals, Cogent experienced a slowdown in new sales to its corporate customers, which negatively impacted its corporate revenue results. During the three months ended June 30, 2024, Cogent continued to see declining vacancy rates and rising office occupancy rates, and to see positive trends in its corporate business in a number of areas of the United States. In other cities, the impact of the pandemic on leasing activity and office occupancy lingers. Nevertheless, 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. If and when companies eventually return to the buildings in which Cogent operates, Cogent believes it will present an opportunity for increased sales. However, the exact timing, path and spread of these positive trends remains uncertain, 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 and June 30, 2024.

 

Page 5 of 22


 

Conference Call and Website Information

 

Cogent will host a conference call with financial analysts at 8:30 a.m. (ET) on August 8, 2024 to discuss Cogent’s operating results for the second 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 251 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.

 

# # #

 

Page 6 of 22


 

COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES

 

Summary of Financial and Operational Results

 

    Q1 2023     Q2 2023     Q3 2023     Q4 2023     Q1 2024     Q2 2024  
Metric ($ in 000’s, except share, per share, customer connections and network related data) – unaudited                                    
On-Net revenue   $ 116,143     $ 127,665     $ 129,031     $ 138,064     $ 138,624     $ 140,757  
% Change from previous Qtr.     1.0 %     9.9 %     1.1 %     7.0 %     0.4 %     1.5 %
Off-Net revenue   $ 37,283     $ 101,984     $ 130,560     $ 123,669     $ 118,178     $ 111,451  
% Change from previous Qtr.     1.1 %     173.5 %     28.0 %     -5.3 %     -4.4 %     -5.7 %
Wavelength revenue (1)   $ -     $ 1,585     $ 2,992     $ 3,108     $ 3,327     $ 3,625  
% Change from previous Qtr.     -       -       88.8 %     3.9 %     7.0 %     9.0 %
Non-Core revenue (2) (16)   $ 162     $ 8,572     $ 12,846     $ 7,258     $ 6,039     $ 4,610  
% Change from previous Qtr.     3.2 %     NM       49.9 %     -43.5 %     -16.8 %     -23.7 %
Service revenue – total   $ 153,588     $ 239,806     $ 275,429     $ 272,099     $ 266,168     $ 260,443  
% Change from previous Qtr.     1.1 %     56.1 %     14.9 %     -1.2 %     -2.2 %     -2.2 %
Constant currency total revenue quarterly growth rate – sequential quarters (3)     0.2 %     55.9 %     14.9 %     -1.1 %     -2.3 %     -2.0 %
Constant currency total revenue quarterly growth rate – year over year quarters (3)     4.0 %     61.4 %     82.4 %     78.1 %     73.1 %     8.8 %
Constant currency and excise tax impact on total revenue quarterly growth rate – sequential quarters (3)     0.1 %     51.4 %     13.4 %     -3.2 %     -2.3 %     -1.5 %
Constant currency and excise tax impact on total revenue quarterly growth rate – year over year quarters (3)     3.7 %     56.2 %     75.5 %     67.4 %     62.4 %     5.4 %
Excise Taxes included in service revenue (4)   $ 4,193     $ 11,040     $ 14,557     $ 20,428     $ 20,549     $ 19,182  
% Change from previous Qtr.     2.6 %     163.3 %     31.9 %     40.3 %     0.6 %     -6.7 %
Corporate revenue (5) (16)   $ 85,627     $ 110,998     $ 120,484     $ 126,634     $ 124,864     $ 119,557  
% Change from previous Qtr.     -0.2 %     29.6 %     8.5 %     5.1 %     -1.4 %     -4.3 %
Net-centric revenue (5) (15)   $ 67,961     $ 87,582     $ 94,936     $ 93,148     $ 91,979     $ 91,107  
% Change from previous Qtr.     2.7 %     28.9 %     8.4 %     -1.9 %     -1.3 %     -0.9 %
Enterprise revenue (5)     -     $ 41,227     $ 60,009     $ 52,318     $ 49,325     $ 49,781  
% Change from previous Qtr.     -       NM       45.6 %     -12.8 %     -5.7 %     0.9 %

 

Page 7 of 22


 

Network operations expenses (4)   $ 58,489     $ 137,271     $ 173,224     $ 174,180     $ 168,548     $ 155,817  
% Change from previous Qtr.     2.8 %     134.7 %     26.2 %     0.6 %     -3.2 %     -7.6 %
GAAP gross profit (6)   $ 69,790     $ 49,793     $ 15,101     $ 29,744     $ 26,344     $ 30,240  
% Change from previous Qtr.     -2.3 %     -28.7 %     -69.7 %     97.0 %     -11.4 %     14.8 %
GAAP gross margin (6)     45.4 %     20.8 %     5.5 %     10.9 %     9.9 %     11.6 %
Non-GAAP gross profit (3) (7)   $ 95,099     $ 102,535     $ 102,205     $ 97,919     $ 97,620     $ 104,626  
% Change from previous Qtr.     0.0 %     7.8 %     -0.3 %     -4.2 %     -0.3 %     7.2 %
Non-GAAP gross margin (3) (7)     61.9 %     42.8 %     37.1 %     36.0 %     36.7 %     40.2 %
Selling, general and administrative expenses (8)   $ 38,646     $ 77,640     $ 58,267     $ 74,907     $ 70,131     $ 65,130  
% Change from previous Qtr.     2.5 %     100.9 %     -25.0 %     28.6 %     -6.4 %     -7.1 %
Depreciation and amortization expense   $ 25,160     $ 52,511     $ 86,734     $ 67,805     $ 70,891     $ 74,036  
% Change from previous Qtr.     6.8 %     108.7 %     65.2 %     -21.8 %     4.6 %     4.4 %
Equity-based compensation expense   $ 6,581     $ 6,249     $ 7,411     $ 6,684     $ 6,950     $ 3,565  
% Change from previous Qtr.     5.1 %     -5.0 %     18.6 %     -9.8 %     4.0 %     -48.7 %
Operating income (loss)   $ 24,312     $ (34,604 )   $ (50,558 )   $ (68,478 )   $ (59,389 )   $ (47,143 )
% Change from previous Qtr.     -11.0 %     NM       46.1 %     35.4 %     13.3 %     20.6 %
Interest expense (9)   $ 19,005     $ 28,653     $ 24,198     $ 34,928     $ 23,010     $ 38,840  
% Change from previous Qtr.     -13.6 %     50.8 %     -15.5 %     44.3 %     -34.1 %     68.8 %
Non-cash change in valuation – Swap Agreement (9)   $ (1,847 )   $ 1,305     $ 4,825     $ (17,722 )   $ 6,152     $ (9,299 )
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 )
Basic net income (loss) per common share   $ 0.13     $ 23.84     $ (1.20 )   $ 4.23     $ (1.38 )   $ (0.68 )
Diluted net income (loss) per common share   $ 0.13     $ 23.65     $ (1.20 )   $ 4.17     $ (1.38 )   $ (0.68 )
Weighted average common shares – basic     47,037,091       47,137,822       47,227,338       47,353,291       47,416,268       47,511,613  
% Change from previous Qtr.     0.3 %     0.2 %     0.2 %     0.3 %     0.1 %     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  
% Change from previous Qtr.     0.4 %     0.3 %     -0.6 %     1.7 %     -1.3 %     0.2 %
EBITDA (3)   $ 56,053     $ 24,156     $ 43,587     $ 6,011     $ 18,452     $ 27,126  
% Change from previous Qtr.     -1.9 %     -56.9 %     80.4 %     -86.2 %     207.0 %     47.0 %

 

Page 8 of 22


 

EBITDA margin (3)     36.5 %     10.1 %     15.8 %     2.2 %     6.9 %     10.4 %
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  
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  
% Change from previous Qtr.     -1.6 %     -4.2 %     143.1 %     -15.9 %     4.1 %     -7.7 %
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 %
Net cash provided by (used in) operating activities   $ 35,821     $ 82,654     $ (52,433 )   $ (48,701 )   $ 19,219     $ (22,171 )
% Change from previous Qtr.     -1.4 %     130.7 %     -163.4 %     -7.1 %     -139.5 %     -215.4 %
Capital expenditures   $ 23,204     $ 37,449     $ 25,373     $ 43,609     $ 40,883     $ 48,767  
% Change from previous Qtr.     18.4 %     61.4 %     -32.2 %     71.9 %     -6.3 %     19.3 %
Principal payments of capital (finance) lease obligations   $ 9,450     $ 7,797     $ 41,302     $ 18,813     $ 23,235     $ 133,472  
% Change from previous Qtr.     -61.5 %     -17.5 %     429.7 %     -54.5 %     23.5 %     474.4 %
Dividends paid  (17)   $ 45,311     $ 44,907     $ 45,136     $ 46,362     $ 478     $ 93,304  
Gross Leverage Ratio (3) (11)     5.47       5.63       4.79       4.07       3.57       4.06  
Net Leverage Ratio (3) (11)     4.46       4.56       4.24       3.75       3.17       3.14  
Customer Connections – end of period (15) (16)                                                
On-Net customer connections     83,268       92,846       88,250       88,291       87,574       87,387  
% Change from previous Qtr.     0.8 %     11.5 %     -5.0 %     0.0 %     -0.8 %     -0.2 %
Off-Net customer connections     13,785       38,762       36,923       36,676       34,579       32,758  
% Change from previous Qtr.     1.9 %     181.2 %     -4.7 %     -0.7 %     -5.7 %     -5.3 %
Wavelength customer connections (1)             414       449       661       693       754  
% Change from previous Qtr.             -       8.5 %     47.2 %     4.8 %     8.8 %
Non-Core customer connections (2) (16)     374       19,408       12,403       11,975       10,037       7,883  
% Change from previous Qtr.     3.0 %     NM       -36.1 %     -3.5 %     -16.2 %     -21.5 %

 

Page 9 of 22


 

Total customer connections (15) (16)     97,427       151,430       138,025       137,603       132,883       128,782  
% Change from previous Qtr.     0.9 %     55.4 %     -8.9 %     -0.3 %     -3.4 %     -3.1 %
Corporate customer connections (5) (16)     44,570       61,284       55,045       54,493       51,821       48,690  
% Change from previous Qtr.     -0.6 %     37.5 %     -10.2 %     -1.0 %     -4.9 %     -6.0 %
Net-centric customer connections (5) (15)     52,857       66,711       62,291       62,370       61,599       61,736  
% Change from previous Qtr.     2.3 %     26.2 %     -6.6 %     0.1 %     -1.2 %     0.2 %
Enterprise customer connections (5)     -       23,435       20,689       20,740       19,463       18,356  
% Change from previous Qtr.     -       NM       -11.7 %     0.2 %     -6.2 %     -5.7 %
On-Net Buildings – end of period                                                
Multi-Tenant office buildings     1,841       1,844       1,860       1,862       1,861       1,864  
Carrier neutral data center buildings     1,294       1,327       1,337       1,347       1,382       1,436  
Cogent data centers     55       56       60       68       78       86  
Total on-net buildings     3,190       3,227       3,257       3,277       3,321       3,386  
Total carrier neutral data center nodes     1,490       1,526       1,528       1,558       1,586       1,602  
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  
Total Technical Buildings Owned (12)     -       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  
Network – end of period                                                
Intercity route miles – Leased     61,300       72,694       72,694       72,552       76,211       75,965  
Metro route miles – Leased     17,826       22,556       22,128       24,779       25,977       27,373  
Metro fiber miles – Leased     42,863       75,577       69,943       77,365       79,138       80,042  
Intercity route miles – Owned     2,748       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  
Connected networks – AS’s     7,864       7,891       7,971       7,988       8,098       8,135  
Headcount – end of period (13)                                                
Sales force – quota bearing (13)     562       647       637       657       677       656  
Sales force – total (13)     714       841       833       847       871       851  
Total employees (13)     1,107       2,020       1,990       1,947       1,955       1,901  
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  
FTE – sales reps     539       567       621       620       627       632  

 

Page 10 of 22


 

 

(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 and $350 in the three-month periods ended March 31, 2023 through June 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 and $19,182 in the three-month periods ended March 31, 2023 through June 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 and $3,215 in the three-month periods ended March 31, 2023 through June 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.

(9) As of June 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.

 

(12) In connection with the acquisition of the Wireline Business, Cogent acquired 482 technical buildings. Thirty-four of those buildings have been converted to a Cogent Data Centers.

 (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.

 

Page 11 of 22


 

(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 June 30, 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

· $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 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, and

· $5.9 million for the three months ended June 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, and

· 2,117 as of June 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 as of September 30, 2023, December 31, 2023, March 31, 2024, or June 30, 2024.

 (17) The first quarter 2024 dividend totaling $45.8 million was declared on February 28, 2024, and paid on April 9, 2024.

 

NM Not meaningful

 

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.

 

Page 12 of 22


 

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  
Net cash provided by (used in) operating activities   $ 35,821     $ 82,654     $ (52,433 )   $ (48,701 )   $ 19,219     $ (22,171 )
Changes in operating assets and liabilities   $ 1,435     $ (90,373 )   $ 51,064     $ 36,288     $ (34,640 )   $ 11,077  
Cash interest expense and income tax expense     18,797       31,875       44,956       18,424       33,873       38,220  
EBITDA   $ 56,053     $ 24,156     $ 43,587     $ 6,011     $ 18,452     $ 27,126  
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  
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  
EBITDA margin     36.5 %     10.1 %     15.8 %     2.2 %     6.9 %     10.4 %
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 %

 


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

 
Service revenue, as reported – current period   $ 153,588     $ 239,806     $ 275,429     $ 272,099     $ 266,168     $ 260,443  
Impact of foreign currencies on service revenue     (1,292 )     (417 )     10       375       (304 )     323  
Service revenue - as adjusted for currency impact (1)   $ 152,296     $ 239,389     $ 275,439     $ 272,474     $ 265,864     $ 260,766  
Service revenue, as reported – prior sequential period   $ 151,979     $ 153,588     $ 239,806     $ 275,429     $ 272,099     $ 266,168  
Constant currency revenue increase (decrease)   $ 317     $ 85,801     $ 35,633     $ (2,955 )   $ (6,235 )   $ (5,402 )
Constant currency revenue percent increase (decrease)     0.2 %     55.9 %     14.9 %     -1.1 %     -2.3 %     -2.0 %

 

(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.

 

Page 13 of 22


 

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

 
Service revenue, as reported – current period   $ 153,588     $ 239,806     $ 275,429     $ 272,099     $ 266,168     $ 260,443  
Impact of foreign currencies on service revenue     1,553       (277 )     (1,768 )     (1,412 )     (362 )     420  
Service revenue - as adjusted for currency impact (2)   $ 155,141     $ 239,529     $ 273,661     $ 270,687     $ 265,806     $ 260,863  
Service revenue, as reported – prior year period     149,175       148,450     $ 150,000     $ 151,979     $ 153,588     $ 239,806  
Constant currency revenue increase     5,966       91,079     $ 123,661     $ 118,708     $ 112,218     $ 21,057  
Constant currency percent revenue increase     4.0 %     61.4 %     82.4 %     78.1 %     73.1 %     8.8 %

 

(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

 
Service revenue, as reported – current period   $ 153,588     $ 239,806     $ 275,429     $ 272,099     $ 266,168     $ 260,443  
Impact of foreign currencies on service revenue     (1,292 )     (417 )     10       375       (304 )     323  
Impact of excise taxes on service revenue     (107 )     (6,847 )     (3,517 )     (5,871 )     (121 )     1,367  
Service revenue - as adjusted for currency and excise taxes impact (3)   $ 152,189     $ 232,542     $ 271,922     $ 266,603     $ 265,743     $ 262,133  
Service revenue, as reported – prior sequential period   $ 151,979     $ 153,588     $ 239,806     $ 275,429     $ 272,099     $ 266,168  
Constant currency and excise taxes revenue increase (decrease)   $ 210     $ 78,954     $ 32,116     $ (8,826 )   $ (6,356 )   $ (4,035 )
Constant currency and excise tax revenue percent increase (decrease)     0.1 %     51.4 %     13.4 %     -3.2 %     -2.3 %     -1.5 %

 

(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.

 

Page 14 of 22


 

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

 
Service revenue, as reported – current period   $ 153,588     $ 239,806     $ 275,429     $ 272,099     $ 266,168     $ 260,443  
Impact of foreign currencies on service revenue     1,553       (277 )     (1,768 )     (1,412 )     (362 )     420  
Impact of excise taxes on service revenue     (451 )     (7,592 )     (10,439 )     (16,342 )     (16,356 )     (8,142 )
Service revenue - as adjusted for currency and excise taxes impact (4)   $ 154,690     $ 231,937     $ 263,222     $ 254,345     $ 249,450     $ 252,721  
Service revenue, as reported – prior year period   $ 149,175     $ 148,450     $ 150,000     $ 151,979     $ 153,588     $ 239,806  
Constant currency and excise taxes revenue increase   $ 5,515     $ 83,487     $ 113,222     $ 102,366     $ 95,862     $ 12,915  
Constant currency and excise tax percent revenue increase     3.7 %     56.2 %     75.5 %     67.4 %     62.4 %     5.4 %

 

(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  
Service revenue total   $ 153,588     $ 239,806     $ 275,429     $ 272,099     $ 266,168     $ 260,443  
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  
GAAP Gross Profit (5)   $ 69,790     $ 49,793     $ 15,101     $ 29,744     $ 26,344     $ 30,240  
Plus - Equity-based compensation – network operations expense     149       231       370       370       385       350  
Plus – Depreciation and amortization expense   $ 25,160     $ 52,511     $ 86,734     $ 67,805     $ 70,891     $ 74,036  
Non-GAAP Gross Profit (6)   $ 95,099     $ 102,535     $ 102,205     $ 97,919     $ 97,620     $ 104,626  
GAAP Gross Margin (5)     45.4 %     20.8 %     5.5 %     10.9 %     9.9 %     11.6 %
Non-GAAP Gross Margin (6)     61.9 %     42.8 %     37.1 %     36.0 %     36.7 %     40.2 %

 

(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.

 

Page 15 of 22


 

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  
Cash and cash equivalents & restricted cash   $ 234,422     $ 243,953     $ 166,072     $ 113,781     $ 163,274     $ 426,241  
Debt                                                
Capital (finance) leases – current portion     19,782       20,114       63,236       64,594       64,043       21,253  
Capital (finance) leases – long term     300,600       311,405       419,941       419,921       453,473       405,176  
Senior Secured 2026 Notes     500,000       500,000       500,000       500,000       500,000       500,000  
Secured IPV4 Notes                                             206,000  
Senior Unsecured 2027 Notes     450,000       450,000       450,000       450,000       450,000       750,000  
Total debt     1,270,382       1,281,519       1,433,177       1,434,515       1,467,516       1,882,429  
Total net debt     1,035,960       1,037,566       1,267,105       1,320,734       1,304,242       1,456,188  
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  
Gross leverage ratio     5.47       5.63       4.79       4.07       3.57       4.06  
Net leverage ratio     4.46       4.56       4.24       3.75       3.17       3.14  

 

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.

 

Page 16 of 22


 

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2024 AND DECEMBER 31, 2023

(IN THOUSANDS, EXCEPT SHARE DATA)

 

  June 30,     December 31,  
  2024     2023  
    (Unaudited)        
Assets            
Current assets:            
Cash and cash equivalents   $ 384,419     $ 75,092  
Restricted cash     41,822       38,689  
Accounts receivable, net of allowance for credit losses of $6,382 and $3,677, respectively     111,676       135,475  
Due from T-Mobile, IP Transit Services Agreement, current portion, net of discount of $19,992 and $24,898, respectively     80,008       179,269  
Due from T-Mobile, Transition Services Agreement     3,862       4,514  
Prepaid expenses and other current assets     67,688       80,588  
Total current assets     689,475       513,627  
Property and equipment:            
Property and equipment     3,103,518       2,947,376  
Accumulated depreciation and amortization     (1,522,908 )     (1,409,559 )
Total property and equipment, net     1,580,610       1,537,817  
Right-of-use leased assets     332,065       361,587  
IPv4 intangible assets     458,000       458,000  
Other intangible assets, net     13,926       14,815  
Deposits and other assets     26,455       23,438  
Due from T-Mobile, IP Transit Services Agreement, net of discount of $19,558 and $27,916, respectively     222,108       263,750  
Due from T-Mobile, Purchase Agreement, net of discount of $6,581 and $13,725, respectively     21,534       38,585  
Total assets   $ 3,344,173     $ 3,211,619  
Liabilities and stockholders’ equity            
Current liabilities:            
Accounts payable   $ 38,510     $ 48,356  
Accrued and other current liabilities     189,131       120,523  
Due to T-Mobile – Transition Services Agreement     2,286       66,908  
Due to T-Mobile – Purchase Agreement           4,981  
Current maturities, operating lease liabilities     61,780       67,962  
Finance lease obligations, current maturities     21,253       64,594  
Total current liabilities     312,960       373,324  
Senior secured 2026 notes, net of unamortized debt costs of $511 and $645, respectively, and discounts of $680 and $857, respectively     498,809       498,498  
Senior unsecured 2027 notes, net of unamortized debt costs of $2,163 and $941, respectively, and discounts of $8,332 and $1,970, respectively     739,505       447,088  
Secured IPv4 notes, net of debt costs of $7,323     198,677        
Operating lease liabilities, net of current maturities     309,055       330,095  
Finance lease obligations, net of current maturities     405,176       419,921  
Deferred income tax liabilities     406,335       471,498  
Other long-term liabilities     58,133       61,639  
Total liabilities     2,928,650       2,602,063  
Commitments and contingencies:            
Stockholders’ equity:            
Common stock, $0.001 par value; 75,000,000 shares authorized; 48,990,760 and 48,608,569 shares issued and outstanding, respectively     49       49  
Additional paid-in capital     610,905       606,755  
Accumulated other comprehensive loss     (21,141 )     (14,385 )
Accumulated (deficit) earnings     (174,290 )     17,137  
Total stockholders’ equity     415,523       609,556  
Total liabilities and stockholders’ equity   $ 3,344,173     $ 3,211,619  

 

Page 17 of 22


 

 

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND JUNE 30, 2023

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

 

       
  Three Months Ended     Three Months Ended  
  June 30, 2024     June 30, 2023  
  (Unaudited)     (Unaudited)  
Service revenue   $ 260,443     $ 239,806  
Operating expenses:            
Network operations (including $350 and $231 of equity-based compensation expense, respectively, exclusive of depreciation and amortization shown separately below)     156,167       137,502  
Selling, general, and administrative (including $3,215 and $6,018 of equity-based compensation expense, respectively)     68,345       83,658  
Acquisition costs – Sprint Business     12,370       739  
Depreciation and amortization     74,036       52,511  
Total operating expenses     310,918       274,410  
Gain on lease termination     3,332        
Operating loss     (47,143 )     (34,604 )
Interest expense, including change in valuation of interest rate swap agreement     (29,541 )     (29,958 )
Gain on bargain purchase – Sprint Business     27,673       1,155,719  
Interest income – IP Transit Services Agreement     5,934       7,669  
Interest income – Purchase Agreement     402       506  
Interest income and other, net     2,484       200  
(Loss) income before income taxes     (40,191 )     1,099,532  
Income tax benefit     7,853       24,331  
Net (loss) income   $ (32,338 )   $ 1,123,863  
           
Comprehensive (loss) income:            
Net (loss) income   $ (32,338 )   $ 1,123,863  
Foreign currency translation adjustment     (1,722 )     1,741  
Comprehensive (loss) income   $ (34,060 )   $ 1,125,604  
           
Net (loss) income per common share:            
Basic net (loss) income per common share   $ (0.68 )   $ 23.84  
Diluted net (loss) income per common share   $ (0.68 )   $ 23.65  
Dividends declared per common share   $ 0.975     $ 0.935  
           
Weighted-average common shares - basic     47,511,613       47,137,822  
           
Weighted-average common shares - diluted     47,511,613       47,526,207  

 

Page 18 of 22


 

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND JUNE 30, 2023

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

 

  Six Months Ended     Six Months Ended  
  June 30, 2024     June 30, 2023  
  (Unaudited)     (Unaudited)  
Service revenue   $ 526,613     $ 393,395  
Operating expenses:            
Network operations (including $385 and $380 of equity-based compensation expense, respectively, exclusive of depreciation and amortization shown separately below)     324,752       196,140  
Selling, general, and administrative (including $10,131 and $12,450 of equity-based compensation expense, respectively)     145,392       128,736  
Acquisition costs – Sprint Business     21,407       1,139  
Depreciation and amortization     144,930       77,669  
Total operating expenses     636,481       403,684  
Gain on lease termination     3,332        
Operating loss     (106,536 )     (10,289 )
Interest expense, including change in valuation interest rate swap agreement     (58,703 )     (47,116 )
Gain on bargain purchase – Sprint Business     22,202       1,155,719  
Interest income – IP Transit Services Agreement     13,264       7,669  
Interest income – Purchase Agreement     (78 )     506  
Interest income and other, net     5,226       3,695  
(Loss) income before income taxes     (124,625 )     1,110,184  
Income tax benefit     26,980       19,827  
Net (loss) income   $ (97,645 )   $ 1,130,011  
           
Comprehensive (loss) income:            
Net (loss) income   $ (97,645 )   $ 1,130,011  
Foreign currency translation adjustment     (6,756 )     3,529  
Comprehensive (loss) income   $ (104,401 )   $ 1,133,540  
           
Net (loss) income per common share:            
Basic net (loss) income per common share   $ (2.06 )   $ 23.97  
Diluted net (loss) income per common share   $ (2.06 )   $ 23.79  
Dividends declared per common share   $ 1.940     $ 1.860  
           
Weighted-average common shares - basic     47,408,786       47,142,074  
           
Weighted-average common shares - diluted     47,408,786       47,508,334  

 

Page 19 of 22


 

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND JUNE 30, 2023

(IN THOUSANDS)

 

  Three Months Ended     Three Months Ended  
  June 30, 2024     June 30, 2023  
  (Unaudited)     (Unaudited)  
Cash flows from operating activities:            
Net (loss) income   $ (32,338 )   $ 1,123,862  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:            
Depreciation and amortization     74,039       52,511  
Amortization of debt costs and discounts     764       328  
Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements     (6,336 )     (8,175 )
Equity-based compensation expense (net of amounts capitalized)     3,566       6,249  
Gain on bargain purchase – Sprint Business     (27,673 )     (1,155,719 )
Gains – lease terminations and other, net     (3,332 )     7  
Deferred income taxes     (10,485 )     (28,080 )
Changes in operating assets and liabilities:            
Accounts receivable     (4,507 )     (4,058 )
Prepaid expenses and other current assets     12,010       (11,221 )
Due to T-Mobile – Transition Services Agreement     (3,530 )     118,777  
Due from T-Mobile – Transition Services Agreement     (8,619 )     (7,015 )
Unfavorable lease liabilities     (1,392 )     (6,469 )
Accounts payable, accrued liabilities, change in swap valuation  and other long-term liabilities     (15,008 )     1,560  
Deposits and other assets     670       97  
Net cash (used in) provided by operating activities     (22,171 )     82,654  
Cash flows from investing activities:            
Cash payments - IP Transit Services Agreement – T-Mobile     66,667       29,167  
Acquisition of Sprint Business, net of $47.1 million of cash acquired     7,989       (14,034 )
Purchases of property and equipment     (48,767 )     (37,449 )
Net cash provided by (used in) investing activities     25,889       (22,316 )
Cash flows from financing activities:            
Dividends paid     (93,304 )     (44,907 )
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     198,420          
Proceeds from exercises of stock options     40       240  
Principal payments of finance lease obligations     (18,896 )     (7,797 )
Settlement of finance lease – at a discount     (114,576 )      
Net cash provided by (used in) financing activities     255,595       (52,464 )
Effect of exchange rates changes on cash     3,654       1,657  
Net increase in cash, cash equivalents and restricted cash     262,967       9,531  
Cash, cash equivalents and restricted cash, beginning of period     163,274       234,422  
Cash, cash equivalents and restricted cash, end of period   $ 426,241     $ 243,953  

 

Page 20 of 22


 

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND JUNE 30, 2023

(IN THOUSANDS)

 

  Six Months Ended     Six Months Ended  
  June 30, 2024     June 30, 2023  
  (Unaudited)     (Unaudited)  
Cash flows from operating activities:            
Net (loss) income   $ (97,645 )   $ 1,130,011  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:            
Depreciation and amortization     144,930       77,669  
Amortization of debt costs and discounts     1,106       652  
Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements     (13,186 )     (8,175 )
Equity-based compensation expense (net of amounts capitalized)     10,516       12,830  
Gain on bargain purchase – Sprint Business     (22,202 )     (1,155,719 )
Gains – lease terminations and other, net     (3,332 )     (608 )
Deferred income taxes     (43,554 )     (27,190 )
Changes in operating assets and liabilities:            
Accounts receivable     23,799       (4,918 )
Prepaid expenses and other current assets     12,900       (14,140 )
Due to T-Mobile – Transition Services Agreement     (64,622 )     118,777  
Due from T-Mobile – Transition Services Agreement     (11,671 )     (7,015 )
Unfavorable lease liabilities     (3,843 )     (6,469 )
Accounts payable, accrued liabilities, change in swap valuation and other long-term liabilities     66,541       2,637  
Deposits and other assets     (2,688 )     133  
Net cash (used in) provided by operating activities     (2,951 )     118,475  
Cash flows from investing activities:            
Cash payments - IP Transit Services Agreement – T-Mobile     154,167       29,167  
Acquisition of Sprint Business, net of $47.1 million of cash acquired     12,323       (14,034 )
Purchases of property and equipment     (89,650 )     (60,653 )
Net cash provided by (used in) investing activities     76,840       (45,520 )
Cash flows from financing activities:            
Dividends paid     (93,782 )     (90,218 )
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     198,420          
Proceeds from exercises of stock options     204       385  
Principal payments of finance lease obligations     (42,131 )     (17,247 )
Settlement of finance lease – at a discount     (114,576 )      
Net cash provided by (used in) financing activities     232,046       (107,080 )
Effect of exchange rates changes on cash     6,525       2,166  
Net increase (decrease) in cash, cash equivalents and restricted cash     312,460       (31,959 )
Cash, cash equivalents and restricted cash, beginning of period     113,781       275,912  
Cash, cash equivalents and restricted cash, end of period   $ 426,241     $ 243,953  
Supplemental disclosure of non-cash financing activities:            
Fair value of equipment acquired in leases   $     $ 171  
Finance lease obligations incurred   $ 96,606     $ 42,639  

 

Page 21 of 22


 

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 and June 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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