Financial and Business Highlights
- Service revenue for Q1 2024 was $266.2
million and $272.1 million for
Q4 2023.
- Wavelength revenue increased sequentially by 7.0% to
$3.3 million for Q1 2024.
- Revenue under the Commercial Services Agreement with T-Mobile
was $8.6 million for Q4 2023 and
$3.2 million for Q1 2024.
- Non-core revenue decreased from Q4 2023 to Q1 2024 by 16.8%
from $7.3 million to $6.0 million.
- Net cash used in operating activities was $48.7 million for Q4 2023 and net cash provided
by operating activities was $19.2
million for Q1 2024.
- Net cash provided by investing activities was $60.1 million for Q4 2023 and $51.0 million for Q1 2024.
- Cash received under the IP Transit Agreement with T-Mobile, and
included in cash provided by investing activities, was $87.5 million for Q4 2023 and $87.5 million for Q1 2024.
- EBITDA, as adjusted for Sprint acquisition costs and cash
received under the IP Transit Agreement with T-Mobile was
$110.5 million for Q4 2023 and
$115.0 million for Q1 2024.
- EBITDA, as adjusted for Sprint acquisition costs and cash
received under the IP Transit Agreement with T-Mobile, margin was
40.6% for Q4 2023 and 43.2% for Q1 2024.
- Total Sprint acquisition costs were $17.0 million for Q4 2023 and $9.0 million for Q1 2024.
- Severance costs, reimbursed by T-Mobile, and included in Sprint
acquisition costs were $16.2 million
for Q4 2023 and $4.3 million for Q1
2024.
- Gross leverage ratio was 4.07 for Q4 2023 and was 3.57 for Q1
2024.
- Net leverage ratio was 3.75 for Q4 2023 and was 3.17 for Q1
2024.
- Cogent closed its issuance of $206.0
million of its 7.924% IPV4 Securitized Notes on
May 2, 2024.
- Cogent approved an increase of $0.01 per share to its regular quarterly dividend
for a total of $0.975 per share for
Q2 2024 as compared to $0.965 per
share for Q1 2024 – Cogent's forty-seventh consecutive quarterly
dividend increase.
WASHINGTON, May 9, 2024
/PRNewswire/ -- Cogent Communications Holdings, Inc. (NASDAQ: CCOI)
("Cogent") today announced service revenue of $266.2 million for the three months ended
March 31, 2024, a decrease of 2.2%
from the three months ended December 31,
2023 and an increase of 73.3% from the three months ended
March 31, 2023. Foreign exchange
rates positively impacted service revenue growth from the three
months ended December 31, 2023 to the
three months ended March 31, 2024 by
$0.3 million and positively impacted
service revenue growth from the three months ended March 31, 2023 to the three months ended
March 31, 2024 by $0.4 million. On a constant currency basis,
service revenue decreased by 2.3% from the three months ended
December 31, 2023 to the three months
ended March 31, 2024, and increased
by 73.1% for the three months ended March
31, 2023 to the three months ended March 31, 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 $138.6
million for the three months ended March 31, 2024, an increase of 0.4% from the
three months ended December 31, 2023
and an increase of 19.4% from the three months ended March 31, 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 $118.2 million for the three months ended
March 31, 2024, a decrease of 4.4%
from the three months ended December 31,
2023 and an increase of 217.0% from the three months ended
March 31, 2023.
Wavelength revenue was $3.3
million for the three months ended March 31, 2024, an increase of 7.0% from the
three months ended December 31,
2023.
Non-core services are legacy services, which Cogent acquired and
continues to support but does not actively sell. Non-core revenue
was $6.0 million for the three months
ended March 31, 2024, $7.3 million for the three months ended
December 31, 2023 and was
$0.2 million for the three months
ended March 31, 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 62.3% from the
three months ended March 31, 2023 to
$26.3 million for the three months
ended March 31, 2024 and decreased by
11.4% from the three months ended December
31, 2023.
GAAP gross margin was 9.9% for the three months ended
March 31, 2024, 10.9% for the three
months ended December 31, 2023 and
45.4% for the three months ended March 31,
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 increased by 2.7% from the
three months ended March 31, 2023 to
$97.6 million for the three months
ended March 31, 2024 and decreased by
0.3% from the three months ended December
31, 2023.
Non-GAAP gross margin was 36.7% for the three months ended
March 31, 2024, 36.0% for the three
months ended December 31, 2023 and
61.9% for the three months ended March 31,
2023.
Net cash provided by operating activities was $19.2 million for the three months ended
March 31, 2024 and $35.8 million for the three months ended
March 31, 2023. Net cash used in
operating activities was $48.7
million for the three months ended December 31, 2023.
Total Sprint acquisition costs were $9.0
million for the three months ended March 31, 2024, $17.0
million for the three months ended December 31, 2023 and $0.4
million for the three months ended March 31, 2023. Severance costs, reimbursed by
T-Mobile, and included in Sprint acquisition costs, were
$4.3 million for the three months
ended March 31, 2024 and $16.2 million for the three months ended
December 31, 2023.
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
$115.0 million for the three months
ended March 31, 2024, $110.5 million for the three months ended
December 31, 2023 and $56.5 million for the three months ended
March 31, 2023.
EBITDA as adjusted, for Sprint acquisition costs and cash
paid under the IP Transit Services Agreement margin, was 36.8% for
the three months ended March 31,
2023, 40.6% for the three months ended December 31, 2023 and 43.2% for the three months
ended March 31, 2024.
Basic net income (loss) per share was $0.13 for the three months ended March 31, 2023, $4.23 for the three months ended December 31, 2023 and $(1.38) for the three months ended March 31, 2024. Diluted net income (loss) per
share was $0.13 for the three months
ended March 31, 2023, $4.17 for the three months ended December 31, 2023 and $(1.38) for the three months ended March 31, 2024.
Total customer connections increased by 36.4% from March 31, 2023 to 132,883 as of March 31, 2024 and decreased by 3.4% from
December 31, 2023. On-net customer
connections increased by 5.2% from March 31,
2023 to 87,574 as of March 31,
2024 and decreased by 0.8% from December 31, 2023. Off-net customer connections
increased by 150.8% from March 31,
2023 to 34,579 as of March 31,
2024 and decreased by 5.7% from December 31, 2023. Wavelength customer
connections were 693 as of March 31,
2024 and 661 as of December 31,
2023. Non-core customer connections were 10,037 as of
March 31, 2024, 11,975 as of
December 31, 2023 and 374 as of
March 31, 2023.
The number of on-net buildings increased by 131 from
March 31, 2023 to 3,321 as of
March 31, 2024 and increased by 44
from December 31, 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 billed and
amounts paid under the IP Transit Services Agreement were
$87.5 million and $87.5 million in the three months ended
December 31, 2023, respectively.
Amounts billed and amounts paid under the IP Transit Services
Agreement were $87.5 million and
$87.5 million in the three months
ended March 31, 2024,
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 $3.2 million for the
three months ended March 31, 2024, a
decrease of 63.0% from $8.6 million
for the three months ended December
31, 2023.
Quarterly Dividend Increase Approved
On May 8, 2024, Cogent's Board approved a regular
quarterly dividend of $0.975 per
share payable on June 7, 2024 to
shareholders of record on May 23,
2024. This second quarter 2024 regular dividend represents
an increase of $0.01 per share, or
1.0%, from the first quarter 2024 regular dividend of $0.965 per share and an annual increase of 4.3%
from the second quarter 2023 dividend of $0.935 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.
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 March 31, 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 and March 31,
2024.
Conference Call and Website Information
Cogent will
host a conference call with financial analysts at 8:30 a.m. (ET) on May 9,
2024 to discuss Cogent's operating results for the first
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 235 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
|
|
|
Q1
2023
|
Q2
2023
|
Q3
2023
|
Q4
2023
|
Q1
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
|
% Change from
previous Qtr.
|
1.0 %
|
9.9 %
|
1.1 %
|
7.0 %
|
0.4 %
|
Off-Net
revenue
|
$37,283
|
$101,984
|
$130,560
|
$123,669
|
$118,178
|
% Change from
previous Qtr.
|
1.1 %
|
173.5 %
|
28.0 %
|
-5.3 %
|
-4.4 %
|
Wavelength
revenue (1)
|
$-
|
$1,585
|
$2,992
|
$3,108
|
$3,327
|
% Change from
previous Qtr.
|
-
|
-
|
88.8 %
|
3.9 %
|
7.0 %
|
Non-Core
revenue (2) (17)
|
$162
|
$8,572
|
$12,846
|
$7,258
|
$6,039
|
% Change from
previous Qtr.
|
3.2 %
|
NM
|
49.9 %
|
-43.5 %
|
-16.8 %
|
Service revenue – total
|
$153,588
|
$239,806
|
$275,429
|
$272,099
|
$266,168
|
% Change from
previous Qtr.
|
1.1 %
|
56.1 %
|
14.9 %
|
-1.2 %
|
-2.2 %
|
Constant currency
total revenue
quarterly growth rate – sequential
quarters (3)
|
0.2 %
|
55.9 %
|
14.9 %
|
-1.1 %
|
-2.3 %
|
Constant currency
total revenue
quarterly growth rate – year over year
quarters (3)
|
4.0 %
|
61.4 %
|
82.4 %
|
78.1 %
|
73.1 %
|
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 %
|
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 %
|
Excise Taxes
included in service
revenue (4)
|
$4,193
|
$11,040
|
$14,557
|
$20,428
|
$20,549
|
% Change from
previous Qtr.
|
2.6 %
|
163.3 %
|
31.9 %
|
40.3 %
|
0.6 %
|
Corporate revenue (5) (17)
|
$85,627
|
$110,998
|
$120,484
|
$126,634
|
$124,864
|
% Change from
previous Qtr.
|
-0.2 %
|
29.6 %
|
8.5 %
|
5.1 %
|
-1.4 %
|
Net-centric revenue
(5) (16)
|
$67,961
|
$87,582
|
$94,936
|
$93,148
|
$91,979
|
% Change from
previous Qtr.
|
2.7 %
|
28.9 %
|
8.4 %
|
-1.9 %
|
-1.3 %
|
Enterprise revenue
(5)
|
-
|
$41,227
|
$60,009
|
$52,318
|
$49,325
|
% Change from
previous Qtr.
|
-
|
NM
|
45.6 %
|
-12.8 %
|
-5.7 %
|
Network operations
expenses (4)
|
$58,489
|
$137,271
|
$173,224
|
$174,180
|
$168,548
|
% Change from
previous Qtr.
|
2.8 %
|
134.7 %
|
26.2 %
|
0.6 %
|
-3.2 %
|
GAAP gross profit
(6)
|
$69,790
|
$49,793
|
$15,101
|
$29,744
|
$26,344
|
% Change from
previous Qtr.
|
-2.3 %
|
-28.7 %
|
-69.7 %
|
97.0 %
|
-11.4 %
|
GAAP gross margin
(6)
|
45.4 %
|
20.8 %
|
5.5 %
|
10.9 %
|
9.9 %
|
Non-GAAP gross
profit (3) (7)
|
$95,099
|
$102,535
|
$102,205
|
$97,919
|
$97,620
|
% Change from
previous Qtr.
|
0.0 %
|
7.8 %
|
-0.3 %
|
-4.2 %
|
-0.3 %
|
Non-GAAP gross
margin (3) (7)
|
61.9 %
|
42.8 %
|
37.1 %
|
36.0 %
|
36.7 %
|
Selling, general and
administrative
expenses (8)
|
$38,646
|
$77,640
|
$58,267
|
$74,907
|
$70,131
|
% Change from
previous Qtr.
|
2.5 %
|
100.9 %
|
-25.0 %
|
28.6 %
|
-6.4 %
|
Depreciation and
amortization expense
|
$25,160
|
$52,511
|
$86,734
|
$67,805
|
$70,891
|
% Change from
previous Qtr.
|
6.8 %
|
108.7 %
|
65.2 %
|
-21.8 %
|
4.6 %
|
Equity-based
compensation expense
|
$6,581
|
$6,249
|
$7,411
|
$6,684
|
$6,950
|
% Change from
previous Qtr.
|
5.1 %
|
-5.0 %
|
18.6 %
|
-9.8 %
|
4.0 %
|
Operating income
(loss)
|
$24,312
|
$(34,604)
|
$(50,558)
|
$(68,478)
|
$(59,389)
|
% Change from
previous Qtr.
|
-11.0 %
|
NM
|
46.1 %
|
35.4 %
|
-13.3 %
|
Interest expense (9)
|
$19,005
|
$28,653
|
$24,198
|
$34,928
|
$23,010
|
% Change from
previous Qtr.
|
-13.6 %
|
50.8 %
|
-15.5 %
|
44.3 %
|
-34.1 %
|
Non-cash change in valuation – Swap
Agreement (9)
|
$(1,847)
|
$1,305
|
$4,825
|
$(17,722)
|
$6,152
|
Gain on bargain purchase (10)
|
-
|
$1,155,719
|
$(3,332)
|
$254,049
|
$(5,470)
|
Net income (loss)
|
$6,148
|
$1,123,863
|
$(56,723)
|
$200,153
|
$(65,307)
|
Basic net income
(loss) per common
share
|
$0.13
|
$23.84
|
$(1.20)
|
$4.23
|
$(1.38)
|
Diluted net income
(loss) per common
share
|
$0.13
|
$23.65
|
$(1.20)
|
$4.17
|
$(1.38)
|
Weighted average
common shares –
basic
|
47,037,091
|
47,137,822
|
47,227,338
|
47,353,291
|
47,416,268
|
% Change from
previous Qtr.
|
0.3 %
|
0.2 %
|
0.2 %
|
0.3 %
|
0.1 %
|
Weighted average
common shares –
diluted
|
47,381,226
|
47,526,207
|
47,227,338
|
48,037,841
|
47,416,268
|
% Change from
previous Qtr.
|
0.4 %
|
0.3 %
|
-0.6 %
|
1.7 %
|
-1.3 %
|
EBITDA
(3)
|
$56,053
|
$24,156
|
$43,587
|
$6,011
|
$18,452
|
% Change from
previous Qtr.
|
-1.9 %
|
-56.9 %
|
80.4 %
|
-86.2 %
|
207.0 %
|
EBITDA margin
(3)
|
36.5 %
|
10.1 %
|
15.8 %
|
2.2 %
|
6.9 %
|
Sprint acquisition
costs (15)
|
$400
|
$739
|
$351
|
$17,001
|
$9,037
|
Cash payments under
IP Transit
Services Agreement (11)
|
$-
|
$29,167
|
$87,500
|
$87,500
|
$87,500
|
EBITDA, as adjusted for Sprint
acquisition costs and cash payments
under IP Transit Services Agreement (3)
(11) (15)
|
$56,453
|
$54,062
|
$131,438
|
$110,512
|
$114,989
|
% Change from
previous Qtr.
|
-1.6 %
|
-4.2 %
|
143.1 %
|
-15.9 %
|
4.1 %
|
EBITDA, as adjusted for Sprint
acquisition costs and cash payments
under IP Transit Services Agreement,
margin (3) (11) (15)
|
36.8 %
|
22.5 %
|
47.7 %
|
40.6 %
|
43.2 %
|
Net cash
provided by (used in)
operating activities
|
$35,821
|
$82,654
|
$(52,433)
|
$(48,701)
|
$19,219
|
% Change from
previous Qtr.
|
-1.4 %
|
130.7 %
|
-163.4 %
|
-7.1 %
|
-139.5 %
|
Capital
expenditures
|
$23,204
|
$37,449
|
$25,373
|
$43,609
|
$40,883
|
% Change from
previous Qtr.
|
18.4 %
|
61.4 %
|
-32.2 %
|
71.9 %
|
-6.3 %
|
Principal payments
of capital (finance)
lease obligations
|
$9,450
|
$7,797
|
$41,302
|
$18,813
|
$23,235
|
% Change from
previous Qtr.
|
-61.5 %
|
-17.5 %
|
429.7 %
|
-54.5 %
|
23.5 %
|
Dividends paid
(18)
|
$45,311
|
$44,907
|
$45,136
|
$46,362
|
$478
|
Gross Leverage Ratio
(3) (11)
|
5.47
|
5.63
|
4.79
|
4.07
|
3.57
|
Net Leverage Ratio
(3) (11)
|
4.46
|
4.56
|
4.24
|
3.75
|
3.17
|
Customer Connections – end of period
(16) (17)
|
|
|
|
|
|
On-Net customer
connections
|
83,268
|
92,846
|
88,250
|
88,291
|
87,574
|
% Change from
previous Qtr.
|
0.8 %
|
11.5 %
|
-5.0 %
|
0.0 %
|
-0.8 %
|
Off-Net customer
connections
|
13,785
|
38,762
|
36,923
|
36,676
|
34,579
|
% Change from
previous Qtr.
|
1.9 %
|
181.2 %
|
-4.7 %
|
-0.7 %
|
-5.7 %
|
Wavelength customer
connections (1)
|
|
414
|
449
|
661
|
693
|
% Change from
previous Qtr.
|
|
-
|
8.5 %
|
47.2 %
|
4.8 %
|
Non-Core customer
connections (2) (17)
|
374
|
19,408
|
12,403
|
11,975
|
10,037
|
% Change from
previous Qtr.
|
3.0 %
|
NM
|
-36.1 %
|
-3.5 %
|
-16.2 %
|
Total customer
connections (16) (17)
|
97,427
|
151,430
|
138,025
|
137,603
|
132,883
|
% Change from
previous Qtr.
|
0.9 %
|
55.4 %
|
-8.9 %
|
-0.3 %
|
-3.4 %
|
Corporate customer
connections (5)
(17)
|
44,570
|
61,284
|
55,045
|
54,493
|
51,821
|
% Change from
previous Qtr.
|
-0.6 %
|
37.5 %
|
-10.2 %
|
-1.0 %
|
-4.9 %
|
Net-centric customer
connections (5)
(16)
|
52,857
|
66,711
|
62,291
|
62,370
|
61,599
|
% Change from
previous Qtr.
|
2.3 %
|
26.2 %
|
-6.6 %
|
0.1 %
|
-1.2 %
|
Enterprise customer
connections (5)
|
-
|
23,435
|
20,689
|
20,740
|
19,463
|
% Change from
previous Qtr.
|
-
|
NM
|
-11.7 %
|
0.2 %
|
-6.2 %
|
On-Net Buildings – end of
period
|
|
|
|
|
|
Multi-Tenant office buildings
|
1,841
|
1,844
|
1,860
|
1,862
|
1,861
|
Carrier neutral data center
buildings
|
1,294
|
1,327
|
1,337
|
1,347
|
1,382
|
Cogent data centers
|
55
|
56
|
60
|
68
|
78
|
Total on-net buildings
|
3,190
|
3,227
|
3,257
|
3,277
|
3,321
|
Total carrier neutral data center
nodes
|
1,490
|
1,526
|
1,528
|
1,558
|
1,586
|
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
|
Total Technical
Buildings Owned (12)
|
-
|
482
|
482
|
482
|
482
|
Square feet –
Technical Buildings
Owned (12)
|
-
|
1,603,569
|
1,603,569
|
1,603,569
|
1,603,569
|
Network – end
of period (13)
|
|
|
|
|
|
Intercity route
miles – Leased (13)
|
61,300
|
72,694
|
72,694
|
72,552
|
76,211
|
Metro route miles –
Leased (13)
|
17,826
|
22,556
|
22,128
|
24,779
|
25,977
|
Metro fiber miles –
Leased (13)
|
42,863
|
75,577
|
69,943
|
77,365
|
79,138
|
Intercity route
miles – Owned (13)
|
2,748
|
21,883
|
21,883
|
21,883
|
21,883
|
Metro route miles –
Owned (13)
|
445
|
1,704
|
1,704
|
1,704
|
1,704
|
Connected networks –
AS's
|
7,864
|
7,891
|
7,971
|
7,988
|
8,098
|
Headcount – end of
period (14)
|
|
|
|
|
|
Sales force – quota
bearing (14)
|
562
|
647
|
637
|
657
|
677
|
Sales force – total
(14)
|
714
|
841
|
833
|
847
|
871
|
Total employees
(14)
|
1,107
|
2,020
|
1,990
|
1,947
|
1,955
|
Sales rep
productivity – units per full
time equivalent sales rep ("FTE") per
month (16)
|
4.0
|
9.2
|
3.6
|
3.3
|
4.0
|
FTE – sales
reps
|
539
|
567
|
621
|
620
|
627
|
(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 and $385 in the three month periods ended
March 31, 2023 through March 31, 2024, respectively. Network operations
expense includes excise taxes, including Universal Service Fund
fees, of $4,193, $11,040, $14,557,
$20,428 and $20,549 in the three month periods ended
March 31, 2023 through March 31, 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
- $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 and $6,565
in the three month periods ended March 31,
2023 through March 31, 2024,
respectively and excludes $400,
$739, $351, $17,001 and
$9,037 of Sprint acquisition costs
for the three month periods ended March 31,
2023 through March 31, 2024,
respectively.
(9) As of March 31, 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 $9.5 million and
$12.0 million of interest (income)
expense for the three month periods ended June 30, 2023 and December
31, 2023, respectively related to the Swap Agreement.
(10) The estimated gain on bargain purchase from the Sprint
acquisition was $1.4 billion as shown
below. The amounts presented are provisional and are subject to
change as Cogent refines its estimates and inputs used in the
calculations of the assets acquired and liabilities assumed.
(In
thousands)
Gain on bargain
purchase
|
|
|
|
Fair value of net
assets acquired
|
|
|
$806,383
|
Total net consideration
to be received from Seller, net of discounts
|
|
|
594,582
|
Gain on bargain
purchase
|
|
|
$1,400,965
|
(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. Amounts
billed and amounts paid under the IP Transit Services
Agreement were $58.3 million and
$29.2 million in the three months
ended June 30, 2023,
respectively.
- $87.5 million for the three
months ended September 30, 2023.
Amounts billed and amounts paid under the IP Transit Services
Agreement were $87.5 million and
$87.5 million in the three months
ended September 30, 2023,
respectively.
- $87.5 million for the three
months ended December 31, 2023.
Amounts billed and amounts paid under the IP Transit Services
Agreement were $87.5 million and
$87.5 million in the three months
ended December 31, 2023,
respectively.
- $87.5 million for the three
months ended March 31, 2024. Amounts
billed and amounts paid under the IP Transit Services
Agreement were $87.5 million and
$87.5 million in the three months
ended March 31, 2024,
respectively.
(12) In connection with the acquisition of the Wireline
Business, Cogent acquired 482 technical buildings. Twenty-four of
those buildings have been converted to a Cogent Data Centers.
(13) As of June 30,
2023,
-
- Leased intercity route miles of dark fiber include 11,376
former Sprint route miles and 61,318 Cogent route miles.
- Leased metro route miles of dark fiber include 4,527 former
Sprint route miles and 18,029 Cogent route miles.
- Leased metro fiber miles of dark fiber include 32,346 former
Sprint fiber miles and 43,231 Cogent fiber miles
- As of September 30, 2023,
- Leased intercity route miles of dark fiber include 11,376
former Sprint route miles and 61,318 Cogent route miles.
- Leased metro route miles of dark fiber include 4,047 former
Sprint route miles and 18,081 Cogent route miles.
- Leased metro fiber miles of dark fiber include 26,602 former
Sprint fiber miles and 43,341 Cogent fiber miles.
- As of December 31, 2023,
- Leased intercity route miles of dark fiber include 11,017
former Sprint route miles and 61,535 Cogent route miles.
- Leased metro route miles of dark fiber include 3,911 former
Sprint route miles and 20,868 Cogent route miles.
- Leased metro fiber miles of dark fiber include 25,252 former
Sprint fiber miles and 52,113 Cogent fiber miles.
- As of March 31, 2024,
- Leased intercity route miles of dark fiber include 11,017
former Sprint route miles and 65,194 Cogent route miles.
- Leased metro route miles of dark fiber include 3,146 former
Sprint route miles and 22,831 Cogent route miles.
- Leased metro fiber miles of dark fiber include 21,471 former
Sprint fiber miles and 57,667 Cogent fiber miles.
- In connection with Cogent's Sprint acquisition, Cogent acquired
19,135 owned intercity route miles of dark fiber and 1,259
owned metro route miles of dark fiber.
(14) 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.
(15) 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 and
- $9.0 million in the three months
ended March 31, 2024
Included in Sprint acquisition costs were the following
reimbursable severance costs;
- $16.2 million of reimbursable
severance costs in the three months ended December 31, 2023 and
- $4.3 million of reimbursable
severance costs in the three months ended December 31, 2024
(16) 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 and
- $3.2 million for the three months
ended March 31, 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
and
- 2,658 as of March 31, 2024
(17) 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 or March 31, 2024.
(18) 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.
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.
|
Q1
2023
|
Q2
2023
|
Q3
2023
|
Q4
2023
|
Q1
2024
|
($ in 000's) –
unaudited
|
|
|
|
|
|
Net cash provided by
(used in) operating
activities
|
$35,821
|
$82,654
|
$(52,433)
|
$(48,701)
|
$19,219
|
Changes in operating
assets and liabilities
|
$1,435
|
$(90,373)
|
$51,064
|
$36,288
|
$(34,640)
|
Cash interest expense
and income tax
expense
|
18,797
|
31,875
|
44,956
|
18,424
|
33,873
|
EBITDA
|
$56,053
|
$24,156
|
$43,587
|
$6,011
|
$18,452
|
PLUS: Sprint
acquisition costs
|
$400
|
$739
|
$351
|
$17,001
|
$9,037
|
PLUS: Cash payments
made to the
Company under IP Transit Services
Agreement
|
-
|
29,167
|
87,500
|
87,500
|
87,500
|
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
|
$114,989
|
EBITDA
margin
|
36.5 %
|
10.1 %
|
15.8 %
|
2.2 %
|
6.9 %
|
EBITDA, as adjusted
for Sprint
acquisition costs and cash payments
made to the Company under IP Transit
Services Agreement, margin
|
36.8 %
|
22.5 %
|
47.7 %
|
40.6 %
|
43.2 %
|
Constant currency revenue is reconciled to service revenue as
reported in the tables below.
Constant currency impact on revenue changes – sequential
periods
($ in 000's) –
unaudited
|
Q1
2023
|
Q2
2023
|
Q3
2023
|
Q4
2023
|
Q1
2024
|
Service revenue, as
reported – current
period
|
$153,588
|
$239,806
|
$275,429
|
$272,099
|
$266,168
|
Impact of foreign
currencies on service
revenue
|
(1,292)
|
(417)
|
10
|
375
|
(304)
|
Service revenue - as
adjusted for
currency impact (1)
|
$152,296
|
$239,389
|
$275,439
|
$272,474
|
$265,864
|
Service revenue, as
reported – prior
sequential period
|
$151,979
|
$153,588
|
$239,806
|
$275,429
|
$272,099
|
Constant currency
revenue increase
(decrease)
|
$317
|
$85,801
|
$35,633
|
$(2,955)
|
$(6,235)
|
Constant currency
revenue percent
increase (decrease)
|
0.2 %
|
55.9 %
|
14.9 %
|
-1.1 %
|
-2.3 %
|
(1)
|
Service revenue, as
adjusted for currency impact, is determined by translating the
service revenue for the current period at the average foreign
currency exchange rates for the prior sequential period. The
Company believes that disclosing quarterly sequential revenue
growth without the impact of foreign currencies on service revenue
is a useful measure of sequential revenue growth. Service revenue,
as adjusted for currency impact, is an integral part of the
internal reporting and planning system used by management as a
supplement to GAAP financial information.
|
Constant currency impact on revenue changes – prior year
periods
($ in 000's) –
unaudited
|
Q1
2023
|
Q2
2023
|
Q3
2023
|
Q4
2023
|
Q1
2024
|
Service revenue, as
reported – current
period
|
$153,588
|
$239,806
|
$275,429
|
$272,099
|
$266,168
|
Impact of foreign
currencies on service
revenue
|
1,553
|
(277)
|
(1,768)
|
(1,412)
|
(362)
|
Service revenue - as
adjusted for
currency impact (2)
|
$155,141
|
$239,529
|
$273,661
|
$270,687
|
$265,806
|
Service revenue, as
reported – prior
year period
|
149,175
|
148,450
|
$150,000
|
$151,979
|
$153,588
|
Constant currency
revenue increase
|
5,966
|
91,079
|
$123,661
|
$118,708
|
$112,218
|
Constant currency
percent revenue
increase
|
4.0 %
|
61.4 %
|
82.4 %
|
78.1 %
|
73.1 %
|
(2)
|
Service revenue, as
adjusted for currency impact, is determined by translating the
service revenue for the current period at the average foreign
currency exchange rates for the comparable prior year period. The
Company believes that disclosing year over year revenue growth
without the impact of foreign currencies on service revenue is a
useful measure of revenue growth. Service revenue, as adjusted for
currency impact, is an integral part of the internal reporting and
planning system used by management as a supplement to GAAP
financial information.
|
Revenue on a constant currency basis and adjusted for the
impact of excise taxes is reconciled to service revenue as reported
in the tables below.
Constant currency and excise tax impact on revenue changes –
sequential periods
($ in 000's) –
unaudited
|
Q1
2023
|
Q2
2023
|
Q3
2023
|
Q4
2023
|
Q1
2024
|
Service revenue, as
reported – current
period
|
$153,588
|
$239,806
|
$275,429
|
$272,099
|
$266,168
|
Impact of foreign
currencies on service
revenue
|
(1,292)
|
(417)
|
10
|
375
|
(304)
|
Impact of excise taxes
on service
revenue
|
(107)
|
(6,847)
|
(3,517)
|
(5,871)
|
(121)
|
Service revenue - as
adjusted for
currency and excise taxes impact (3)
|
$152,189
|
$232,542
|
$271,922
|
$266,603
|
$265,743
|
Service revenue, as
reported – prior
sequential period
|
$151,979
|
$153,588
|
$239,806
|
$275,429
|
$272,099
|
Constant currency and
excise taxes
revenue increase (decrease)
|
$210
|
$78,954
|
$32,116
|
$(8,826)
|
$(6,356)
|
Constant currency and
excise tax
revenue percent increase (decrease)
|
0.1 %
|
51.4 %
|
13.4 %
|
-3.2 %
|
-2.3 %
|
(3)
|
Service revenue, as
adjusted for currency impact and the impact of excise taxes, is
determined by translating the service revenue for the current
period at the average foreign currency exchange rates for the prior
sequential period and adjusting for the changes in excise taxes
recorded as revenue between the periods presented. The Company
believes that disclosing quarterly sequential revenue growth
without the impact of foreign currencies and excise taxes on
service revenue is a useful measure of sequential revenue growth.
Service revenue, as adjusted for the impact of foreign currency and
excise taxes, is an integral part of the internal reporting and
planning system used by management as a supplement to GAAP
financial information.
|
Constant currency and excise tax impact on revenue changes –
prior year periods
($ in 000's) –
unaudited
|
Q1
2023
|
Q2
2023
|
Q3
2023
|
Q4
2023
|
Q1
2024
|
Service revenue, as
reported –
current period
|
$153,588
|
$239,806
|
$275,429
|
$272,099
|
$266,168
|
Impact of foreign
currencies on
service revenue
|
1,553
|
(277)
|
(1,768)
|
(1,412)
|
(362)
|
Impact of excise taxes
on service
|revenue
|
(451)
|
(7,592)
|
(10,439)
|
(16,342)
|
(16,356)
|
Service revenue - as
adjusted for
currency and excise taxes impact
(4)
|
$154,690
|
$231,937
|
$263,222
|
$254,345
|
$249,450
|
Service revenue, as
reported –
prior year period
|
$149,175
|
$148,450
|
$150,000
|
$151,979
|
$153,588
|
Constant currency and
excise
taxes revenue increase
|
$5,515
|
$83,487
|
$113,222
|
$102,366
|
$95,862
|
Constant currency and
excise tax
percent revenue increase
|
3.7 %
|
56.2 %
|
75.5 %
|
67.4 %
|
62.4 %
|
(4)
|
Service revenue, as
adjusted for currency impact and the impact of excise taxes, is
determined by translating the service revenue for the current
period at the average foreign currency exchange rates for the prior
year period and adjusting for the changes in excise taxes recorded
as revenue between the periods presented. The Company believes that
disclosing quarterly sequential revenue growth without the impact
of foreign currencies and excise taxes on service revenue is a
useful measure of sequential revenue growth. Service revenue, as
adjusted for the impact of foreign currency and excise taxes, is an
integral part of the internal reporting and planning system used by
management as a supplement to GAAP financial
information.
|
Non-GAAP gross profit and Non-GAAP gross margin
Non-GAAP gross profit and Non-GAAP gross margin are
reconciled to GAAP gross profit and GAAP gross margin in the table
below.
|
Q1
2023
|
Q2
2023
|
Q3
2023
|
Q4
2023
|
Q1
2024
|
($ in 000's) –
unaudited
|
|
|
|
|
|
Service revenue
total
|
$153,588
|
$239,806
|
$275,429
|
$272,099
|
$266,168
|
Minus - Network
operations expense
including equity-based compensation
and depreciation and amortization
expense
|
83,798
|
190,013
|
260,328
|
242,355
|
239,824
|
GAAP Gross Profit
(5)
|
$69,790
|
$49,793
|
$15,101
|
$29,744
|
$26,344
|
Plus -
Equity-based compensation –
network operations expense
|
149
|
231
|
370
|
370
|
385
|
Plus – Depreciation and
amortization
expense
|
$25,160
|
$52,511
|
$86,734
|
$67,805
|
$70,891
|
Non-GAAP Gross
Profit (6)
|
$95,099
|
$102,535
|
$102,205
|
$97,919
|
$97,620
|
GAAP Gross Margin
(5)
|
45.4 %
|
20.8 %
|
5.5 %
|
10.9 %
|
9.9 %
|
Non-GAAP Gross
Margin (6)
|
61.9 %
|
42.8 %
|
37.1 %
|
36.0 %
|
36.7 %
|
(5)
|
GAAP gross profit is
defined as total service revenue less network operations expense,
depreciation and amortization and equity-based compensation
included in network operations expense. GAAP gross margin is
defined as GAAP gross profit divided by total service
revenue.
|
|
|
(6)
|
Non-GAAP gross profit
represents service revenue less network operations expense,
excluding equity-based compensation and amounts shown separately
(depreciation and amortization expense). Non-GAAP gross margin is
defined as non-GAAP gross profit divided by total service revenue.
Management believes that non-GAAP gross profit and non-GAAP gross
margin are relevant measures for investors, as they are measures
that management uses to measure the margin and amount available to
the Company after network service costs, in essence, these are
measures of the efficiency of the Company's network.
|
Gross and Net Leverage Ratios
Gross leverage ratio is defined as total debt divided by the
trailing 12 months EBITDA, as adjusted for Sprint acquisition costs
and cash payments under the IP Transit Services Agreement. Net
leverage ratio is defined as total net debt (total debt minus cash
and cash equivalents) divided by the last 12 months EBITDA, as
adjusted for Sprint acquisition costs and cash payments under
the IP Transit Services Agreement. Cogent's gross leverage
ratios and net leverage ratios are shown below.
($ 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
|
Cash and cash
equivalents &
restricted cash
|
$234,422
|
$243,953
|
$166,072
|
$113,781
|
$163,274
|
Debt
|
|
|
|
|
|
Capital (finance)
leases –
current portion
|
19,782
|
20,114
|
63,236
|
64,594
|
64,043
|
Capital (finance)
leases – long
term
|
300,600
|
311,405
|
419,941
|
419,921
|
453,473
|
Senior Secured 2026
Notes
|
500,000
|
500,000
|
500,000
|
500,000
|
500,000
|
Senior Unsecured 2027
Notes
|
450,000
|
450,000
|
450,000
|
450,000
|
450,000
|
Total debt
|
1,270,382
|
1,281,519
|
1,433,177
|
1,434,515
|
1,467,516
|
Total net
debt
|
1,035,960
|
1,037,566
|
1,267,105
|
1,320,734
|
1,304,242
|
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
|
Gross leverage
ratio
|
5.47
|
5.63
|
4.79
|
4.07
|
3.57
|
Net leverage
ratio
|
4.46
|
4.56
|
4.24
|
3.75
|
3.17
|
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 MARCH 31, 2024
AND DECEMBER 31, 2023
(IN THOUSANDS,
EXCEPT SHARE DATA)
|
|
|
|
March 31,
2024
|
|
December 31,
2023
|
|
|
(Unaudited)
|
|
|
|
Assets
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
118,433
|
|
$
|
75,092
|
Restricted
cash
|
|
|
44,841
|
|
|
38,689
|
Accounts receivable,
net of allowance for credit losses of $5,588 and $3,677,
respectively
|
|
|
107,169
|
|
|
135,475
|
Due from T-Mobile, IP
Transit Services Agreement, current portion, net of discount of
$21,878 and $24,898,
respectively
|
|
|
119,788
|
|
|
179,269
|
Due from T-Mobile,
Transition Services Agreement
|
|
|
3,232
|
|
|
4,514
|
Prepaid expenses and
other current assets
|
|
|
79,698
|
|
|
80,588
|
Total current
assets
|
|
|
473,161
|
|
|
513,627
|
Property and
equipment:
|
|
|
|
|
|
|
Property and
equipment
|
|
|
3,046,160
|
|
|
2,947,376
|
Accumulated
depreciation and amortization
|
|
|
(1,484,792)
|
|
|
(1,409,559)
|
Total property and
equipment, net
|
|
|
1,561,368
|
|
|
1,537,817
|
Right-of-use leased
assets
|
|
|
347,993
|
|
|
361,587
|
IPV4 intangible
assets
|
|
|
458,000
|
|
|
458,000
|
Other intangible
assets, net
|
|
|
14,370
|
|
|
14,815
|
Deposits and other
assets
|
|
|
26,327
|
|
|
23,438
|
Due from T-Mobile,
IP Transit Services Agreement, net of discount of $23,606
and $27,916, respectively
|
|
|
243,061
|
|
|
263,750
|
Due from T-Mobile,
Purchase Agreement, net of discount of $6,982 and $13,725,
respectively
|
|
|
21,132
|
|
|
38,585
|
Total assets
|
|
$
|
3,145,412
|
|
$
|
3,211,619
|
Liabilities and
stockholders' equity
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
45,932
|
|
$
|
48,356
|
Accrued and other
current liabilities
|
|
|
187,495
|
|
|
120,523
|
Accrued dividend
payable
|
|
|
45,789
|
|
|
—
|
Due to T-Mobile –
Transition Services Agreement
|
|
|
5,816
|
|
|
66,908
|
Due to T-Mobile –
Purchase Agreement
|
|
|
4,981
|
|
|
4,981
|
Current maturities,
operating lease liabilities
|
|
|
66,553
|
|
|
67,962
|
Finance lease
obligations, current maturities
|
|
|
64,043
|
|
|
64,594
|
Total current
liabilities
|
|
|
420,609
|
|
|
373,324
|
Senior secured 2026
notes, net of unamortized debt costs of $578 and
$645, respectively, and discounts of
$769 and $857,
respectively
|
|
|
498,653
|
|
|
498,498
|
Senior unsecured
2027 notes, net of unamortized debt costs of $880
and $941, respectively, and discounts
of $1,844 and $1,970,
respectively
|
|
|
447,276
|
|
|
447,088
|
Operating lease
liabilities, net of current maturities
|
|
|
320,898
|
|
|
330,095
|
Finance lease
obligations, net of current maturities
|
|
|
453,473
|
|
|
419,921
|
Deferred income tax
liabilities
|
|
|
436,504
|
|
|
471,498
|
Other long-term
liabilities
|
|
|
67,355
|
|
|
61,639
|
Total
liabilities
|
|
|
2,644,768
|
|
|
2,602,063
|
Commitments and
contingencies:
|
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
|
Common stock, $0.001
par value; 75,000,000 shares authorized; 49,013,487 and 48,608,569
shares issued and
outstanding, respectively
|
|
|
49
|
|
|
49
|
Additional paid-in
capital
|
|
|
614,535
|
|
|
606,755
|
Accumulated other
comprehensive loss
|
|
|
(19,419)
|
|
|
(14,385)
|
Accumulated (deficit)
earnings
|
|
|
(94,521)
|
|
|
17,137
|
Total stockholders'
equity
|
|
|
500,644
|
|
|
609,556
|
Total liabilities
and stockholders' equity
|
|
$
|
3,145,412
|
|
$
|
3,211,619
|
COGENT
COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)
INCOME
FOR THE THREE MONTHS
ENDED MARCH 31, 2024 AND MARCH 31, 2023
(IN THOUSANDS,
EXCEPT SHARE AND PER SHARE DATA)
|
|
|
|
Three Months
Ended
March 31,
2024
|
|
Three Months
Ended
March 31, 2023
|
|
|
(Unaudited)
|
(Unaudited)
|
Service
revenue
|
|
$
|
266,168
|
|
$
|
153,588
|
Operating
expenses:
|
|
|
|
|
|
|
Network operations
(including $385 and $149 of equity-based compensation expense,
respectively,
exclusive of depreciation and amortization shown separately
below)
|
|
|
168,933
|
|
|
58,638
|
Selling, general, and
administrative (including $6,565 and $6,432 of equity-based
compensation expense,
respectively)
|
|
|
76,696
|
|
|
45,078
|
Acquisition costs –
Sprint Business
|
|
|
9,037
|
|
|
400
|
Depreciation and
amortization
|
|
|
70,891
|
|
|
25,160
|
Total operating
expenses
|
|
|
325,557
|
|
|
129,276
|
Operating (loss)
income
|
|
|
(59,389)
|
|
|
24,312
|
Interest
expense
|
|
|
(23,010)
|
|
|
(19,005)
|
Reduction to gain on
bargain purchase – Sprint Business
|
|
|
(5,470)
|
|
|
—
|
Change in valuation
– interest rate swap agreement
|
|
|
(6,152)
|
|
|
1,847
|
Interest income – IP
Transit Services Agreement
|
|
|
7,330
|
|
|
—
|
Interest income –
Purchase Agreement
|
|
|
(480)
|
|
|
—
|
Interest income and
other, net
|
|
|
2,737
|
|
|
3,498
|
Income before income
taxes
|
|
|
(84,434)
|
|
|
10,652
|
Income tax benefit
(expense)
|
|
|
19,127
|
|
|
(4,504)
|
Net (loss)
income
|
|
$
|
(65,307)
|
|
$
|
6,148
|
|
|
|
|
|
|
|
Comprehensive (loss)
income:
|
|
|
|
|
|
|
Net (loss)
income
|
|
$
|
(65,307)
|
|
$
|
6,148
|
Foreign currency
translation adjustment
|
|
|
(5,034)
|
|
|
1,788
|
Comprehensive (loss)
income
|
|
$
|
(70,341)
|
|
$
|
7,936
|
|
|
|
|
|
|
|
Net (loss) income
per common share:
|
|
|
|
|
|
|
Basic net (loss)
income per common share
|
|
$
|
(1.38)
|
|
$
|
0.13
|
Diluted net (loss)
income per common share
|
|
$
|
(1.38)
|
|
$
|
0.13
|
Dividends declared
per common share
|
|
$
|
0.965
|
|
$
|
0.925
|
|
|
|
|
|
|
|
Weighted-average
common shares - basic
|
|
|
47,416,268
|
|
|
47,037,091
|
|
|
|
|
|
|
|
Weighted-average
common shares - diluted
|
|
|
47,416,268
|
|
|
47,381,226
|
COGENT
COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS
ENDED MARCH 31, 2024 AND MARCH 31, 2023
(IN
THOUSANDS)
|
|
|
Three Months
Ended
March 31,
2024
|
|
Three Months
Ended
March 31,
2023
|
|
|
(Unaudited)
|
|
(Unaudited)
|
Cash flows from
operating activities:
|
|
|
|
|
|
|
Net (loss)
income
|
|
$
|
(65,307)
|
|
$
|
6,148
|
Adjustments to
reconcile net (loss) income to net cash provided by operating
activities:
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
70,891
|
|
|
25,160
|
Amortization of debt
discounts
|
|
|
342
|
|
|
324
|
Amortization of
discounts, due from T-Mobile, IP Transit Services & Purchase
Agreements
|
|
|
(6,850)
|
|
|
—
|
Equity-based
compensation expense (net of amounts capitalized)
|
|
|
6,950
|
|
|
6,581
|
Reduction to gain on
bargain purchase – Sprint Business
|
|
|
5,470
|
|
|
—
|
Gains – lease
transactions
|
|
|
—
|
|
|
(615)
|
Deferred income
taxes
|
|
|
(33,069)
|
|
|
890
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
28,306
|
|
|
(860)
|
Prepaid expenses and
other current assets
|
|
|
890
|
|
|
(2,919)
|
Change in valuation –
interest rate swap agreement
|
|
|
6,152
|
|
|
(1,847)
|
Due to T-Mobile –
Transition Services Agreement
|
|
|
(61,092)
|
|
|
—
|
Due from T-Mobile –
Transition Services Agreement
|
|
|
(3,052)
|
|
|
—
|
Unfavorable lease
liabilities
|
|
|
(2,451)
|
|
|
—
|
Accounts payable,
accrued liabilities and other long-term liabilities
|
|
|
75,397
|
|
|
2,923
|
Deposits and other
assets
|
|
|
(3,358)
|
|
|
36
|
Net cash provided by
operating activities
|
|
|
19,219
|
|
|
35,821
|
Cash flows from
investing activities:
|
|
|
|
|
|
|
Cash receipts - IP
Transit Services Agreement – T-Mobile
|
|
|
87,500
|
|
|
—
|
Acquisition of Sprint
Business – severance reimbursements
|
|
|
4,334
|
|
|
—
|
Purchases of property
and equipment
|
|
|
(40,883)
|
|
|
(23,204)
|
Net cash provided by
(used in) investing activities
|
|
|
50,951
|
|
|
(23,204)
|
Cash flows from
financing activities:
|
|
|
|
|
|
|
Dividends
paid
|
|
|
(478)
|
|
|
(45,311)
|
Proceeds from exercises
of stock options
|
|
|
164
|
|
|
145
|
Principal payments of
finance lease obligations
|
|
|
(23,235)
|
|
|
(9,450)
|
Net cash used in
financing activities
|
|
|
(23,549)
|
|
|
(54,616)
|
Effect of exchange
rates changes on cash
|
|
|
2,872
|
|
|
510
|
Net increase
(decrease) in cash, cash equivalents and restricted
cash
|
|
|
49,493
|
|
|
(41,489)
|
Cash, cash
equivalents and restricted cash, beginning of period
|
|
|
113,781
|
|
|
275,912
|
Cash, cash
equivalents and restricted cash, end of period
|
|
$
|
163,274
|
|
$
|
234,423
|
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 and
March 31, 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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SOURCE Cogent Communications Holdings, Inc.