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Cogent Communications Reports Fourth Quarter and Full Year 2023 Results and Increases its Regular Quarterly Dividend on its Common Stock

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Cogent Communications Holdings, Inc. (NASDAQ: CCOI) reported financial highlights for Q4 2023, including a gain on bargain purchase of $254.0 million, basic and fully diluted earnings per share of $4.23 and $4.17, respectively, and service revenue of $272.1 million. The company approved an increase in its quarterly dividend to $0.965 per share for Q1 2024.
Positive
  • None.
Negative
  • Service revenue decreased by 1.2% from Q3 2023 to Q4 2023.
  • Non-core revenue decreased significantly from $12.8 million in Q3 2023 to $7.3 million in Q4 2023.
  • GAAP gross profit decreased by 58.4% from Q4 2022 to Q4 2023.
  • Net cash used in operating activities was $48.7 million for Q4 2023.
  • Off-net revenue decreased by 5.3% from Q3 2023 to Q4 2023.

Insights

The reported gain on bargain purchase from the Sprint acquisition and the significant increases in earnings per share (EPS) for both Q4 and the full year 2023 are indicative of a potentially transformative event for the company. The EPS figures, with a full-year increase from $0.11 to $26.88, suggest a substantial rise in profitability, likely due to the acquisition synergies and asset valuation adjustments. However, the increase in EPS should be scrutinized alongside the company's operating performance and cash flow metrics to assess sustainability.

Moreover, the leverage ratios presented—gross leverage ratio and net leverage ratio—show a quarter-over-quarter decrease, which may signal an improved debt position or effective debt management. This could potentially reassure investors about the company's financial health and its ability to service debt obligations.

The service revenue trends reflect mixed performance, with a slight quarterly decline but significant annual growth. The impact of foreign exchange rates and the distinction between on-net and off-net revenues provide insight into the company's market expansion and operational efficiency. The substantial increase in off-net revenue suggests successful expansion efforts, though the decline in non-core revenue indicates a strategic shift away from legacy services.

From a market perspective, the dividend increase marks Cogent's forty-sixth consecutive quarterly dividend increase, signaling a strong commitment to shareholder returns and potentially increasing the stock's attractiveness to income-focused investors. It is essential to consider the historical growth rate of these dividends and the payout ratio to evaluate the sustainability of future dividend payments.

Additionally, the changes in customer connections, particularly the sharp rise in off-net connections, could reflect the company's strategic focus and market demand for its services. The growth in on-net buildings signifies infrastructure expansion, which is crucial for long-term scalability and competitive advantage. The increase in customer connections, alongside the revenue growth, can be indicative of market share gains and enhanced service penetration.

The IP Transit Services Agreement with T-Mobile, resulting in significant cash inflows, is a critical component of the financial results. The terms of this agreement, including the payment structure over several years, provide a predictable revenue stream, which is advantageous for financial planning and stability. Legal scrutiny of such agreements is essential to understand potential obligations, termination clauses and implications for long-term revenue recognition.

Furthermore, the Commercial Services Agreement with T-Mobile for colocation and connectivity services contributes additional revenue and signifies potential strategic partnerships. The legal framework governing these agreements can affect the company's operational flexibility and future negotiation leverage.

Financial and Business Highlights

  • The gain on bargain purchase from the Sprint acquisition was $254.0 million for Q4 2023 and was $1.4 billion for full year 2023.
    • Included in the gain on bargain purchase in Q4 2023 and full year 2023 was the estimated fair value of acquired IPv4 internet addresses totaling $458.0 million.
  • Basic and fully diluted earnings per share for Q4 2023 were $4.23 and $4.17, respectively, and were $26.88 and $26.62 for full year 2023, respectively.
  • Gross leverage ratio was 4.79 for Q3 2023 and was 4.07 for Q4 2023.
    • Net leverage ratio was 4.23 for Q3 2023 and was 3.75 for Q4 2023
  • Service revenue decreased from Q3 2023 to Q4 2023 by 1.2% to $272.1 million, increased from Q4 2022 to Q4 2023 by 79.0% and increased from full year 2022 to full year 2023 by 56.9% to $940.9 million.
    • Non-core revenue decreased from Q3 2023 to Q4 2023 by 43.5% from $12.8 million to $7.3 million.
  • Net cash used in operating activities was $52.4 million for Q3 2023 and was $48.7 million for Q4 2023, net cash provided by operating activities was $173.7 million for full year 2022 and $17.3 million for full year 2023.
    • Net cash provided by investing activities was $62.1 million for Q3 2023, $60.1 million for Q4 2023 and was $76.7 million for full year 2023. Net cash used in investing activities was $79.0 million for full year 2022.
      • Cash received under an IP Transit Agreement with T-Mobile, and included in cash provided by investing activities, was $87.5 million for Q3 2023, $87.5 million for Q4 2023 and $204.2 million for full year 2023.
  • EBITDA, as adjusted for Sprint acquisition costs and cash received under an IP Transit Agreement with T-Mobile was $131.4 million for Q3 2023, $110.5 million for Q4 2023, $232.9 million for full year 2022 and $352.5 million for full year 2023.
  • EBITDA, as adjusted for Sprint acquisition costs and cash received under an IP Transit Agreement with T-Mobile, margin was 47.7% for Q3 2023, 40.6% for Q4 2023, 38.8% for full year 2022 and 37.5% for full year 2023.
  • Cogent approved an increase of $0.01 per share to its regular quarterly dividend for a total of $0.965 per share for Q1 2024 as compared to $0.955 per share for Q4 2023 – Cogent's forty-sixth consecutive quarterly dividend increase.

WASHINGTON, Feb. 29, 2024 /PRNewswire/ -- Cogent Communications Holdings, Inc. (NASDAQ: CCOI) ("Cogent") today announced service revenue of $272.1 million for the three months ended December 31, 2023, a decrease of 1.2% from the three months ended September 30, 2023 and an increase of 79.0% from the three months ended December 31, 2022. Service revenue was $940.9 million for the year ended December 31, 2023, an increase of 56.9% from the year ended December 31, 2022. Foreign exchange rates negatively impacted service revenue growth from the three months ended September 30, 2023 to the three months ended December 31, 2023 by $0.4 million, positively impacted service revenue growth from the three months ended December 31, 2022 to the three months ended December 31, 2023 by $1.4 million and positively impacted service revenue growth from the year ended December 31, 2022 to the year ended December 31, 2023 by $2.1 million. On a constant currency basis, service revenue decreased by 1.1% from the three months ended September 30, 2023 to the three months ended December 31, 2023, increased by 78.1% for the three months ended December 31, 2022 to the three months ended December 31, 2023 and increased by 56.6% for the year ended December 31, 2022 to the year ended December 31, 2023.  

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 $141.2 million for the three months ended December 31, 2023, an increase of 6.9% from the three months ended September 30, 2023 and an increase of 22.8% from the three months ended December 31, 2022. On-net revenue was $518.6 million for the year ended December 31, 2023; an increase of 14.5% over the year ended December 31, 2022.

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 $123.7 million for the three months ended December 31, 2023, a decrease of 5.3% from the three months ended September 30, 2023 and an increase of 235.4% from the three months ended December 31, 2022.  Off-net revenue was $393.5 million for the year ended December 31, 2023; an increase of 169.2% from the year ended December 31, 2022.

Non-core services are legacy services, which Cogent acquired and continues to support but does not actively sell.  Non-core revenue was $7.3 million for the three months ended December 31, 2023, $12.8 million for the three months ended September 30, 2023 and was $0.2 million for the three months ended December 31, 2022.  Non-core revenue was $28.8 million for the year ended December 31, 2023 and $0.7 million for the year ended December 31, 2022.

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 58.4% from the three months ended December 31, 2022 to $29.7 million for the three months ended December 31, 2023 and increased by 97.0% from the three months ended September 30, 2023. GAAP gross profit decreased by 41.1% from the year ended December 31, 2022 to $164.4 million for the year ended December 31, 2023.

GAAP gross margin was 10.9% for the three months ended December 31, 2023, 5.5% for the three months ended September 30, 2023, 47.0% for the three months ended December 31, 2022, 46.6% for the year ended December 31, 2022 and 17.5% for the year ended December 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 3.0% from the three months ended December 31, 2022 to $97.9 million for the three months ended December 31, 2023 and decreased by 4.2% from the three months ended September 30, 2023. Non-GAAP gross profit increased by 6.9% from the year ended December 31, 2022 to $397.8 million for the year ended December 31, 2023.

Non-GAAP gross margin was 36.0% for the three months ended December 31, 2023, 37.1% for the three months ended September 30, 2023, 62.6% for the three months ended December 31, 2022, 62.0% for the year ended December 31, 2022 and 42.3% for the year ended December 31, 2023.

Net cash used in operating activities was $48.7 million for the three months ended December 31, 2023 and $52.4 million for the three months ended September 30, 2023. Net cash provided by operating activities was $36.3 million for the three months ended December 31, 2022.  Net cash provided by operating activities was $173.7 million for the year ended December 31, 2022 and was $17.3 million for the year 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 $110.5 million for the three months ended December 31, 2023, $131.4 million for the three months ended September 30, 2023 and $57.4 million for the three months ended December 31, 2022. EBITDA, as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement was $232.9 million for the year ended December 31, 2022 and $352.5 million for the year ended December 31, 2023.  

EBITDA as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement margin, was 37.8% for the three months ended December 31, 2022, 47.7% for the three months ended September 30, 2023 and 40.6% for the three months ended December 31, 2023.  EBITDA, as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement margin was 38.8% for the year ended December 31, 2022 and 37.5% for the year ended December 31, 2023.

Basic net income (loss) per share was $0.02 for the three months ended December 31, 2022, $4.23 for the three months ended December 31, 2023 and $(1.20) for the three months ended September 30, 2023. Diluted net income (loss) per share was $0.02 for the three months ended December 31, 2022, $4.17 for the three months ended December 31, 2023 and $(1.20) for the three months ended September 30, 2023.  Basic net income per share was $0.11 for the year ended December 31, 2022 and $26.88 for the year ended December 31, 2023.  Diluted net income per share was $0.11 for the year ended December 31, 2022 and $26.62 for the year ended December 31, 2023.

Total customer connections increased by 42.6% from December 31, 2022 to 137,603 as of December 31, 2023 and decreased by 0.3% from September 30, 2023.  On-net customer connections increased by 7.4% from December 31, 2022 to 88,733 as of December 31, 2023 and increased by 0.1% from September 30, 2023. Off-net customer connections increased by 172.7% from December 31, 2022 to 36,895 as of December 31, 2023 and decreased by 0.1% from September 30, 2023. Non-core customer connections were 11,975 as of December 31, 2023, 12,403 as of September 30, 2023 and 363 as of December 31, 2022. 

The number of on-net buildings increased by 122 from December 31, 2022 to 3,277 as of December 31, 2023 and increased by 20 from September 30, 2023.

Gain on bargain purchase 
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



$799,214

Total net consideration to be received from Seller, net of discounts



607,221

Gain on bargain purchase



$1,406,435

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 September 30, 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 December 31, 2023, respectively. Amounts billed and amounts paid under the IP Transit Services Agreement were $233.3 million and $204.2 million in the year ended December 31, 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 $8.6 million for the three months ended December 31, 2023, an increase of 6.8% from $8.0 million for the three months ended September 30, 2023.  Revenue under the Commercial Agreement was $23.9 million for the year ended December 31, 2023 and none for the year ended December 31, 2022. 

Quarterly Dividend Increase Approved 
On February 28, 2024, Cogent's Board approved a regular quarterly dividend of $0.965 per share payable on April 9, 2024 to shareholders of record on March 15, 2024. This first quarter 2024 regular dividend represents an increase of $0.01 per share, or 1.0%, from the fourth quarter 2023 regular dividend of $0.955 per share and an annual increase of 4.3% from the first quarter 2023 dividend of $0.925 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.

Tax Treatment of 2023 Dividends
Cogent paid four quarterly dividends in 2023 totaling $181.7 million, or $3.76 per share. The expected tax treatment of these dividends are generally that 100.0% are treated as a return of capital and 0.0% are generally treated as dividends for United States federal income tax purposes. While the above information includes general statements about the tax classification of dividends paid on Cogent common stock, these statements do not constitute tax advice. The taxation of corporate distributions can be complex, and stockholders are encouraged to consult their tax advisers to determine what impact the above information may have on their specific tax situation.

Residual Impact of COVID-19 Pandemic on Corporate Results
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. More recently, 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 became part of the remote work environment, which benefits Cogent's corporate business as these customers upgrade their Internet access infrastructure to higher capacity connections. During the three months ended December 31, 2023, 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.  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 March 31, 2023, June 30, 2023, and September 30, 2023.

Conference Call and Website Information
Cogent will host a conference call with financial analysts at 8:30 a.m. (ET) on February 29, 2024 to discuss Cogent's operating results for the fourth quarter of 2023 and full year 2023.  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 228 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 2022

Q2 2022

Q3 2022

Q4 2022

Q1 2023

Q2 2023

Q3 2023

Q4 2023

Metric ($ in
000's, except
share, per
share,
customer
connections
and network
related data) –
unaudited









On-Net
revenue

$112,634

$111,975

$113,219

$114,949

$116,143

$129,250

$132,023

$141,173

 % Change
from previous
Qtr.

1.7 %

-0.6 %

1.1 %

1.5 %

1.0 %

11.3 %

2.1 %

6.9 %

Off-Net
revenue

$36,387

$36,282

$36,611

$36,873

$37,283

$101,984

$130,560

$123,669

 % Change
from previous
Qtr.

0.2 %

-0.3 %

0.9 %

0.7 %

1.1 %

173.5 %

28.0 %

-5.3 %

Non-Core
revenue  (1)
(16)

$154

$193

$170

$157

$162

$8,572

$12,846

$7,258

 % Change
from previous
Qtr.

-0.6 %

25.3 %

-11.9 %

-7.6 %

3.2 %

NM

49.9 %

-43.5 %

Service
revenue – total

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

$272,099

 % Change
from previous
Qtr.

1.3 %

-0.5 %

1.0 %

1.3 %

1.1 %

56.1 %

14.9 %

-1.2 %

Constant
currency total
revenue
quarterly
growth rate –
sequential
quarters (2)

1.7 %

0.4 %

2.0 %

1.3 %

0.2 %

55.9 %

14.9 %

-1.1 %

Constant
currency total
revenue
quarterly
growth rate –
year over year
quarters (2)

2.9 %

2.7 %

4.3 %

5.5 %

4.0 %

61.4 %

82.4 %

78.1 %

Constant
currency and
excise tax
impact on total
revenue
quarterly
growth rate –
sequential
quarters (2)

2.1 %

0.6 %

1.6 %

1.3 %

0.1 %

51.4 %

13.4 %

-3.2 %

Constant
currency and
excise tax
impact on total
revenue
quarterly
growth rate –
year over year
quarters (2)

3.5 %

3.6 %

4.7 %

5.7 %

3.7 %

56.2 %

75.5 %

67.4 %

Excise Taxes
included in
service
revenue (3)

$3,742

$3,448

$4,118

$4,086

$4,193

$11,040

$14,557

$20,428

 % Change
from previous
Qtr.

-13.7 %

-7.9 %

19.4 %

-0.8 %

2.6 %

163.3 %

31.9 %

40.3 %

Corporate
revenue (16)

$86,116

$85,177

$85,495

$85,783

$85,627

$110,998

$120,484

$126,634

 % Change
from previous
Qtr.

-0.8 %

-1.1 %

0.4 %

0.3 %

-0.2 %

29.6 %

8.5 %

5.1 %

Net-centric
revenue (15)

$63,060

$63,274

$64,506

$66,196

$67,961

$87,582

$94,936

$93,148

  % Change
from previous
Qtr.

4.4 %

0.3 %

1.9 %

2.6 %

2.7 %

28.9 %

8.4 %

-1.9 %

Enterprise
revenue (4)

-

-

-

-

-

$41,227

$60,009

$52,318

  % Change
from previous
Qtr.

-

-

-

-

-

NM

45.6 %

-12.8 %

Network
operations
expenses (3)

$57,305

$56,369

$57,044

$56,884

$58,489

$137,271

$173,224

$174,180

 % Change
from previous
Qtr.

1.8 %

-1.6 %

1.2 %

-0.3 %

2.8 %

134.7 %

26.2 %

0.6 %

GAAP gross
profit (5)

$69,038

$68,865

$69,883

$71,444

$69,790

$49,793

$15,101

$29,744

 % Change
from previous
Qtr.

1.2 %

-0.3 %

1.5 %

2.2 %

-2.3 %

-28.7 %

-69.7 %

97.0 %

GAAP gross
margin (5)

46.3 %

46.4 %

46.6 %

47.0 %

45.4 %

20.8 %

5.5 %

10.9 %

Non-GAAP
gross profit (2)
(6)

$91,870

$92,081

$92,956

$95,095

$95,099

$102,535

$102,205

$97,919

 % Change
from previous
Qtr.

1.0 %

0.2 %

1.0 %

2.3 %

0.0 %

7.8 %

-0.3 %

-4.2 %

Non-GAAP
gross margin
(2) (6)

61.6 %

62.0 %

62.0 %

62.6 %

61.9 %

42.8 %

37.1 %

36.0 %

Selling,
general and
administrative
expenses (7)

$34,715

$33,624

$33,079

$37,713

$38,646

$77,640

$58,267

$74,907

 % Change
from previous
Qtr.

3.5 %

-3.1 %

-1.6 %

14.0 %

2.5 %

100.9 %

-25.0 %

28.6 %

Depreciation
and
amortization
expense

$22,688

$23,071

$22,897

$23,563

$25,160

$52,511

$86,734

$67,805

 % Change
from previous
Qtr.

0.5 %

1.7 %

-0.8 %

2.9 %

6.8 %

108.7 %

65.2 %

-21.8 %

Equity-based
compensation
expense

$6,056

$5,907

$6,211

$6,264

$6,581

$6,249

$7,411

$6,684

 % Change
from previous
Qtr.

0.0 %

-2.5 %

5.1 %

0.9 %

5.1 %

-5.0 %

18.6 %

-9.8 %

Operating
income (loss)

$28,784

$29,566

$28,095

$27,311

$24,312

$(34,604)

$(50,558)

$(68,478)

 % Change
from previous
Qtr.

-20.4 %

2.7 %

-5.0 %

-2.8 %

-11.0 %

NM

46.1 %

35.4 %

Interest
expense (8)

$14,168

$13,478

$17,948

$21,990

$19,005

$28,653

$24,198

$34,928

 % Change
from previous
Qtr.

3.3 %

-4.9 %

33.2 %

22.5 %

-13.6 %

50.8 %

-15.5 %

44.3 %

Non-cash
change in
valuation –
Swap
Agreement (8)

$21,271

$7,510

$16,923

$(2,590)

$(1,847)

$1,305

$4,825

$(17,722)

Gain (loss) on
bargain
purchase (9)

-

-

-

-

-

$1,155,719

$(3,332)

$254,049

Net income
(loss)

$1,137

$11,164

$(8,007)

$851

$6,148

$1,123,863

$(56,723)

$200,153

Foreign
exchange
gains on 2024
Euro Notes

$8,014

$23,547

$-

$-

$-

$-

$-

$-

Basic net
income (loss)
per common
share

$0.02

$0.24

$(0.17)

$0.02

$0.13

$23.84

$(1.20)

$4.23

Diluted net
income (loss)
per common
share

$0.02

$0.24

$(0.17)

$0.02

$0.13

$23.65

$(1.20)

$4.17

Weighted
average
common
shares – basic

46,575,848

46,691,142

46,736,742

46,885,512

47,037,091

47,137,822

47,227,338

47,353,291

 % Change
from previous
Qtr.

0.3 %

0.2 %

0.1 %

0.3 %

0.3 %

0.2 %

0.2 %

0.3 %

Weighted
average
common
shares –
diluted

46,929,191

47,029,446

46,736,742

47,196,890

47,381,226

47,526,207

47,227,338

48,037,841

 % Change
from previous
Qtr.

-0.1 %

0.2 %

-0.6 %

1.0 %

0.4 %

0.3 %

-0.6 %

1.7 %

EBITDA (2)

$57,155

$58,457

$57,873

$57,138

$56,053

$24,156

$43,587

$6,011

 % Change
from previous
Qtr.

-0.4 %

2.3 %

-1.0 %

-1.3 %

-1.9 %

-56.9 %

80.4 %

-86.2 %

EBITDA
margin (2)

38.3 %

39.4 %

38.6 %

37.6 %

36.5 %

10.1 %

15.8 %

2.2 %

Sprint
acquisition
costs (14)

$-

$-

$2,004

$244

$400

$739

$351

$17,001

Cash
payments
under IP
Transit
Services
Agreement
(10)

$-

$-

$-

$-

$-

$29,167

$87,500

$87,500

EBITDA, as
adjusted for
Sprint
acquisition
costs and
cash
payments
under IP
Transit
Services
Agreement (2)
(10) (14)

$57,155

$58,457

$59,877

$57,382

$56,453

$54,062

$131,438

$110,512

 % Change
from previous
Qtr.

-0.4 %

2.3 %

2.4 %

-4.2 %

-1.6 %

-4.2 %

143.1 %

-15.9 %

EBITDA, as
adjusted for
Sprint
acquisition
costs and
cash
payments
under IP
Transit
Services
Agreement,
margin (2) (10)
(14)

38.3 %

39.4 %

39.9 %

37.8 %

36.8 %

22.5 %

47.7 %

40.6 %

Net cash
provided by
(used in)
operating
activities

$49,411

$34,403

$53,570

$36,323

$35,821

$82,654

$(52,433)

$(48,701)

  % Change
from previous
Qtr.

37.3 %

-30.4 %

55.7 %

-32.2 %

-1.4 %

130.7 %

-163.4 %

-7.1 %

Capital
expenditures

$18,121

$17,288

$23,971

$19,591

$23,204

$37,449

$25,373

$43,609

 % Change
from previous
Qtr.

18.5 %

-4.6 %

38.7 %

-18.3 %

18.4 %

61.4 %

-32.2 %

71.9 %

Principal
payments of
capital
(finance) lease
obligations

$5,863

$5,236

$9,859

$24,514

$9,450

$7,797

$41,302

$18,813

 % Change
from previous
Qtr.

-5.9 %

-10.7 %

88.3 %

148.6 %

-61.5 %

-17.5 %

429.7 %

-54.5 %

Dividends paid

$41,298

$41,855

$42,729

$43,975

$45,311

$44,907

$45,136

$46,362

Gross
Leverage Ratio
(2) (10)

4.94

5.22

5.32

5.39

5.47

5.63

4.79

4.07

Net Leverage
Ratio (2) (10)

3.58

3.70

3.93

4.20

4.46

4.56

4.24

3.75

Customer
Connections –
end of period
(15) (16)









On-Net
customer
connections

81,627

82,277

82,614

82,620

83,268

93,260

88,699

88,733

 % Change
from previous
Qtr.

1.1 %

0.8 %

0.4 %

0.0 %

0.8 %

12.0 %

-4.9 %

0.0 %

Off-Net
customer
connections

12,922

13,160

13,359

13,531

13,785

38,762

36,923

36,895

 % Change
from previous
Qtr.

2.0 %

1.8 %

1.5 %

1.3 %

1.9 %

181.2 %

-4.7 %

-0.1 %

Non-Core
customer
connections
(1) (16)

335

340

348

363

374

19,408

12,403

11,975

 % Change
from previous
Qtr.

0.3 %

1.5 %

2.4 %

4.3 %

3.0 %

NM

-36.1 %

-3.5 %

Total customer
connections
(15) (16)

94,884

95,777

96,321

96,514

97,427

151,430

138,025

137,603

 % Change
from previous
Qtr.

1.2 %

0.9 %

0.6 %

0.2 %

0.9 %

55.4 %

-8.9 %

-.3 %

Corporate
customer
connections
(16)

45,393

45,103

45,176

44,844

44,570

61,284

55,045

54,493

  % Change
from previous
Qtr.

-0.1 %

-0.6 %

0.2 %

-0.7 %

-0.6 %

37.5 %

-10.2 %

-1.0 %

Net-centric
customer
connections 
(15)

49,491

50,674

51,145

51,670

52,857

66,711

62,291

62,370

  % Change
from previous
Qtr.

2.5 %

2.4 %

0.9 %

1.0 %

2.3 %

26.2 %

-6.6 %

0.1 %

Enterprise  
customer
connections
(4)

-

-

-

-

-

23,435

20,689

20,740

  % Change
from previous
Qtr.

-

-

-

-

-

NM

-11.7 %

0.2 %

On-Net
Buildings –
end of period









Multi-Tenant
office
buildings

1,824

1,826

1,832

1,837

1,841

1,844

1,860

1,862

 Carrier neutral
data center
buildings

1,187

1,216

1,240

1,264

1,294

1,327

1,337

1,347

Cogent data
centers

54

53

54

54

55

56

60

68

Total on-net
buildings

3,065

3,095

3,126

3,155

3,190

3,227

3,257

3,277

Total carrier
neutral data
center nodes

1,383

1,409

1,433

1,458

1,490

1,526

1,528

1,558

Square feet –
multi-tenant
office
buildings – on-
net

992,336,259

993,590,499

995,522,774

1,000,044,418

1,001,382,577

1,001,491,002

1,006,523,795

1,008,006,655

Total
Technical
Buildings
Owned (11)

-

-

-

-

-

482

482

482

Square feet –
Technical
Buildings
Owned (11)

-

-

-

-

-

1,603,569

1,603,569

1,603,569

Network  – end
of period (12)









Intercity route
miles – Leased
(12)

60,869

61,024

61,065

61,292

61,300

72,694

72,694

72,552

Metro route
miles – Leased 
(12)

16,614

16,822

17,477

17,616

17,826

22,556

22,128

24,779

Metro fiber
miles – Leased
(12)

40,113

40,529

42,212

42,491

42,863

75,577

69,943

77,365

Intercity route
miles – Owned
(12)

2,748

2,748

2,748

2,748

2,748

21,883

21,883

21,883

Metro route
miles – Owned
(12)

445

445

445

445

445

1,704

1,704

1,704

Connected
networks –
AS's

7,625

7,685

7,766

7,792

7,864

7,891

7,971

7,988

Headcount –
end of period
(13)









Sales force –
quota bearing 
(13)

479

477

522

548

562

647

637

657

Sales force –
total (13)

620

619

669

698

714

841

833

847

Total
employees (13)

987

988

1,041

1,076

1,107

2,020

1,990

1,947

Sales rep
productivity –
units per full
time
equivalent
sales rep
("FTE") per
month (15)

4.7

4.9

4.6

3.8

4.0

9.2

3.6

3.3

FTE – sales
reps

453

449

465

503

539

567

621

620

(1) Consists of legacy services of companies whose assets or businesses were acquired by Cogent.

(2) See Schedules of Non-GAAP measures below for definitions and reconciliations to GAAP measures.

(3) Network operations expense excludes equity-based compensation expense of $144, $145, $176, $88, $149, $231, $370 and $370 in the three month periods ended March 31, 2022 through December 31, 2023, respectively.  Network operations expense includes excise taxes, including Universal Service Fund fees, of $3,742, $3,448, $4,118, $4,086, $4,193, $11,040, $14,557 and $20,428 in the three month periods ended March 31, 2022 through December 31, 2023, respectively. 

(4) In connection with the acquisition of the Wireline Business, Cogent classified $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 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).

(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 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.

(7) Excludes equity-based compensation expense of $5,912, $5,762, $6,035, $6,176, $6,432, $6,018, $7,041 and $6,314 in the three month periods ended March 31, 2022 through December 31, 2023, respectively and excludes $2,004, $244, $400, $739, $351 and $17,001 of Sprint acquisition costs for the three month periods ended September 30, 2022, December 31, 2022, March 31, 2023 June 30, 2023, September 30, 2023 and December 31, 2023, respectively. 

(8) As of December 31, 2023, 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 $(1.2 million), $3.3 million, $9.5 million and $12.0 million of interest (income) expense for the three month periods ended June 30, 2022, December 31, 2022, June 30, 2023 and December 31, 2023, respectively related to the Swap Agreement.

(9) 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



$799,214

Total net consideration to be received from Seller, net of discounts



607,221

Gain on bargain purchase



$1,406,435


(10) 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.

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

(12) As of June 30, 2023,


ο

Leased intercity route miles of dark fiber include 11,376 former Sprint route miles and 61,318 Cogent route miles. 


ο

Leased metro route miles of dark fiber include 4,527 former Sprint route miles and 18,029 Cogent route miles. 


ο

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,


ο

Leased intercity route miles of dark fiber include 11,376 former Sprint route miles and 61,318 Cogent route miles. 


ο

Leased metro route miles of dark fiber include 4,047 former Sprint route miles and 18,081 Cogent route miles. 


ο

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,


ο

Leased intercity route miles of dark fiber include 11,017 former Sprint route miles and 61,535 Cogent route miles. 


ο

Leased metro route miles of dark fiber include 3,911 former Sprint route miles and 20,868 Cogent route miles. 


ο

Leased metro fiber miles of dark fiber include 25,252 former Sprint fiber miles and 52,113 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.

(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.

(14) In connection with the acquisition of the Wireline Business and negotiation of the related purchase agreement, the Company incurred $2.2 million of professional fees in the year ended December 31, 2022, $0.4 million in the three months ended March 31, 2023, $0.7 million in the three months ended June 30, 2023 and $0.4 million in the three months ended September 30, 2023, In connection with the acquisition of the Wireline Business the Company incurred $0.8 million of professional fees and $16.2 million of reimbursable severance costs in the three months ended December 31, 2023.

(15) Sales rep productivity for Q2 2023 includes 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, was $8.0 million for the three months ended September 30, 2023 and was $8.6 million for the three months ended December 31, 2023. Net-centric customer connections under the CSA were 8,028 as of June 30, 2023, 4,661 as of September 30, 2023, and 3,576 as of December 31, 2023.

(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 or December 31, 2023.


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
2022

Q2
2022

Q3
2022

Q4 
2022

Q1 
2023

Q2 
2023

Q3 
2023

Q4 
2023

YEAR
2022

YEAR
2023

($ in 000's) – unaudited











Net cash provided by (used in) operating
activities

$49,411

$34,403

$53,570

$36,323

$35,821

$82,654

$(52,433)

$(48,701)

$173,707

$17,345

Changes in operating assets and liabilities

$(6,294)

$5,108

$(13,017)

$4,152

$1,435

$(90,373)

$51,064

$36,288

$(10,250)

(1,589)

Cash interest expense and income tax
expense

14,038

18,946

17,320

16,663

18,797

31,875

44,956

18,424

67,163

114,048

EBITDA

$57,155

$58,457

$57,873

$57,138

$56,053

$24,156

$43,587

$6,011

$230,620

$129,804

PLUS: Sprint acquisition costs

-

-

$2,004

$244

$400

$739

$351

$17,001

$2,248

$18,492

PLUS: Cash payments made to the
Company under IP Transit Services
Agreement

-

-

-

-

-

29,167

87,500

87,500

-

204,167

EBITDA, as adjusted for Sprint
acquisition costs and cash payments
made to the Company under IP Transit
Services Agreement

$57,155

$58,457

$59,877

$57,382

$56,453

$54,062

$131,438

$110,512

$232,868

$352,463

EBITDA margin

38.3 %

39.4 %

38.6 %

37.6 %

36.5 %

10.1 %

15.8 %

2.2 %

38.5 %

13.8 %

EBITDA, as adjusted for Sprint
acquisition costs and cash payments
made to the Company under IP Transit
Services Agreement, margin

38.3 %

39.4 %

39.9 %

37.8 %

36.8 %

22.5 %

47.7 %

40.6 %

38.8 %

37.5 %


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
2022

Q2
2022

Q3
2022

Q4

2022

Q1

2023

Q2

2023

Q3

2023

Q4

2023

YEAR

2022

YEAR

2023

Service revenue, as reported – current
period

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

$272,099

$599,604

$940,922

Impact of foreign currencies on service
revenue

516

1,350

1,486

(92)

(1,292)

(417)

10

375

13,063

(2,079)

Service revenue - as adjusted  for
currency impact (1)

$149,691

$149,800

$151,486

$151,887

$152,296

$239,389

$275,439

$272,474

$612,667

$938,843

Service revenue, as reported – prior
sequential period

$147,208

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

$589,797

$599,604

Constant currency revenue increase
(decrease)

$2,483

$625

$3,036

$1,887

$317

$85,801

$35,633

$(2,955)

$22,870

$339,239

Constant currency revenue percent
increase (decrease)

1.7 %

0.4 %

2.0 %

1.3 %

0.2 %

55.9 %

14.9 %

-1.1 %

3.9 %

56.6 %

(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
2022

Q2
2022

Q3
2022

Q4

2022

Q1

2023

Q2

2023

Q3

2023

Q4

2023

YEAR

2022

YEAR

2023

Service revenue, as reported – current
period

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

$272,099

$599,604

$940,922

Impact of foreign currencies on service
revenue

1,914

3,417

4,246

3,371

1,553

(277)

(1,768)

(1,412)

13,063

(2,079)

Service revenue - as adjusted for
currency impact (2)

$151,089

$151,867

$154,246

$155,350

$155,141

$239,529

$273,661

$270,687

$612,667

$938,843

Service revenue, as reported – prior
year period

$146,777

$147,879

$147,927

147,208

149,175

148,450

$150,000

$151,979

$589,797

$599,604

Constant currency revenue increase

$4,312

$3,988

$6,319

8,142

5,966

91,079

$123,661

$118,708

$22,870

$339,239

Constant currency percent revenue
increase

2.9 %

2.7 %

4.3 %

5.5 %

4.0 %

61.4 %

82.4 %

78.1 %

3.9 %

56.6 %

(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
2022

Q2
2022

Q3
2022

Q4

2022

Q1

2023

Q2

2023

Q3

2023

Q4

2023

YEAR

2022

YEAR

2023

Service revenue, as reported – current
period

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

$272,099

$599,604

$940,922

Impact of foreign currencies on service
revenue

516

1,350

1,486

(92)

(1,292)

(417)

10

375

13,063

(2,079)

Impact of excise taxes on service
revenue

594

294

(670)

32

(107)

(6,847)

(3,517)

(5,871)

3,093

(34,824)

Service revenue - as adjusted  for
currency and excise taxes impact (3)

$150,285

$150,094

$150,816

$151,919

$152,189

$232,542

$271,922

$266,603

$615,760

$904,019

Service revenue, as reported – prior
sequential period

$147,208

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

$589,797

$599,604

Constant currency and excise taxes
revenue increase (decrease)

$3,077

$919

$2,366

$1,919

$210

$78,954

$32,116

$(8,826)

$25,963

$304,415

Constant currency and excise tax
revenue percent increase (decrease)

2.1 %

0.6 %

1.6 %

1.3 %

0.1 %

51.4 %

13.4 %

-3.2 %

4.4 %

50.8 %

(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
2022

Q2
2022

Q3
2022

Q4

2022

Q1

2023

Q2

2023

Q3

2023

Q4

2023

YEAR

2022

YEAR

2023

Service revenue, as reported –
current period

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

$272,099

$599,604

$940,922

Impact of foreign currencies on
service revenue

1,914

3,417

4,246

3,371

1,553

(277)

(1,768)

(1,412)

13,063

(2,079)

Impact of excise taxes on service
revenue

786

1,363

695

250

(451)

(7,592)

(10,439)

(16,342)

3,093

(34,824)

Service revenue - as adjusted  for
currency and excise taxes impact
(4)

$151,875

$153,230

$154,941

$155,600

$154,690

$231,937

$263,222

$254,345

$615,760

$904,019

Service revenue, as reported –
prior year period

$146,777

$147,879

$147,927

$147,208

$149,175

$148,450

$150,000

$151,979

$589,797

$599,604

Constant currency and excise
taxes revenue increase

$5,098

$5,351

$7,014

$8,392

$5,515

$83,487

$113,222

$102,366

$25,963

$304,401

Constant currency and excise tax
percent revenue increase

3.5 %

3.6 %

4.7 %

5.7 %

3.7 %

56.2 %

75.5 %

67.4 %

4.4 %

50.8 %

(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 2022

Q2 2022

Q3 2022

Q4 2022

Q1 2023

Q2 2023

Q3 2023

Q4 2023

YEAR
2022

YEAR
2023

($ in 000's) – unaudited











Service revenue total

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

$272,099

$599,604

$940,922

Minus - Network operations expense
including equity-based compensation
and depreciation and amortization
expense

80,137

79,585

80,117

80,535

83,798

190,013

260,328

242,355

320,376

776,493

GAAP Gross Profit (1)

$69,038

$68,865

$69,883

$71,444

$69,790

$49,793

$15,101

$29,744

$279,228

$164,429

Plus  - Equity-based compensation –
network operations expense

144

145

176

88

149

231

370

370

553

1,120

Plus – Depreciation and amortization
expense

22,688

23,071

22,897

$23,563

$25,160

$52,511

$86,734

$67,805

$92,222

$232,208

Non-GAAP Gross Profit (2)

$91,870

$92,081

$92,956

$95,095

$95,099

$102,535

$102,205

$97,919

$372,003

$397,757

GAAP Gross Margin (1)

46.3 %

46.4 %

46.6 %

47.0 %

45.4 %

20.8 %

5.5 %

10.9 %

46.6 %

17.5 %

Non-GAAP Gross Margin (2)

61.6 %

62.0 %

62.0 %

62.6 %

61.9 %

42.8 %

37.1 %

36.0 %

62.0 %

42.3 %

(1)

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.

(2)

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, 2022

As of
June 30,
2022

As of
September
30, 2022

As of
December
31, 2022

As of
March
31, 2023

As of
June 30,
2023

As of
September
30, 2023

As of
December
31, 2023

Cash and cash equivalents &
restricted cash

$311,771

$349,847

$323,664

$275,912

$234,422

$243,953

$166,072

$113,781

Debt









Capital (finance) leases –
current portion

17,147

17,562

24,135

17,182

19,782

20,114

63,236

64,594

Capital (finance) leases – long
term

228,102

236,652

263,750

287,044

300,600

311,405

419,941

419,921

Senior Unsecured 2024 Euro
Notes

389,019

-

-

-

-

-

-

-

Senior Secured 2026 Notes

500,000

500,000

500,000

500,000

500,000

500,000

500,000

500,000

Senior Unsecured 2027 Notes

-

450,000

450,000

450,000

450,000

450,000

450,000

450,000

Note payable

219

-

-

-

-

-

-

-

Total debt

1,134,487

1,204,214

1,237,885

1,254,226

1,270,382

1,281,519

1,433,177

1,434,515

Total net debt

822,716

854,637

914,221

978,314

1,035,960

1,037,566

1,267,105

1,320,734

Trailing 12 months EBITDA, as
adjusted for Sprint acquisition
costs and cash payments from
the IP Transit Services
Agreement

229,499

230,775

232,921

232,871

232,169

227,774

298,984

352,465

Gross leverage ratio

4.94

5.22

5.31

5.39

5.47

5.63

4.79

4.07

Net leverage ratio

3.58

3.70

3.93

4.20

4.46

4.56

4.24

3.75

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

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2023 AND 2022

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)




2023


2022

Assets







Current assets:







Cash and cash equivalents


$

75,092


$

223,783

Restricted cash



38,689



52,129

Accounts receivable, net of allowance for credit losses of $3,677 and $2,303, respectively



135,475



44,123

Due from T-Mobile, IP Transit Services Agreement, current portion, net of discount of $24,898



179,269



Due from T-Mobile, Transition Services Agreement



4,514



Prepaid expenses and other current assets



80,588



45,878

Total current assets



513,627



365,913

Property and equipment:







Property and equipment



2,947,376



1,714,906

Accumulated depreciation and amortization



(1,409,559)



(1,170,476)

Total property and equipment, net



1,537,817



544,430

Right-of-use leased assets



361,587



81,601

Intangible assets, net



472,815



Due from T-Mobile, IP Transit Services Agreement, net of discount of $27,916



263,750



Due from T-Mobile, Purchase Agreement, net of discount of $13,725



38,585



Deposits and other assets



23,438



18,238

Total assets


$

3,211,619


$

1,010,182

Liabilities and stockholders' equity







Current liabilities:







Accounts payable


$

48,356


$

27,208

Accrued and other current liabilities



120,523



63,889

Due to T-Mobile – Transition Services Agreement



66,908



Due to T-Mobile – Purchase Agreement



4,981



Current maturities, operating lease liabilities



67,962



12,005

Finance lease obligations, current maturities



64,594



17,182

Total current liabilities



373,324



120,284

Senior secured 2026 notes, net of unamortized debt costs of $645 and $905, respectively, and discount
     of
$857 and $1,203, respectively



498,498



497,892

Senior unsecured 2027 notes, net of unamortized debt costs of $941 and $1,173, respectively, and
     discount of $1,970 and $2,456, respectively



447,088



446,371

Operating lease liabilities, net of current maturities



330,095



94,587

Finance lease obligations, net of current maturities



419,921



287,044

Deferred income tax liabilities



471,498



47,646

Other long-term liabilities



61,639



34,990

Total liabilities



2,602,063



1,528,814

Commitments and contingencies







Stockholders' equity:







Common stock, $0.001 par value; 75,000,000 shares authorized; 48,608,569 and 48,013,330 shares issued
     and outstanding, respectively



49



48

Additional paid-in capital



606,755



575,064

Accumulated other comprehensive loss



(14,385)



(19,156)

Accumulated earnings (deficit)



17,137



(1,074,588)

Total stockholders' equity (deficit)



609,556



(518,632)

Total liabilities and stockholders' equity (deficit)


$

3,211,619


$

1,010,182

 

COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 2023

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)




2023


2022


2021

Service revenue


$

940,922


$

599,604


$

589,797

Operating expenses:










Network operations (including $1,069, $553 and $2,521 of equity-based
     compensation expense, respectively), exclusive of amounts shown separately



544,232



228,154



226,337

Selling, general, and administrative (including $25,855, $23,886 and $24,301 of
     equity-based compensation expense, respectively)



275,318



163,021



162,380

Acquisition costs – Sprint Business



18,492



2,248



Depreciation and amortization



232,209



92,222



89,240

Total operating expenses



1,070,251



485,645



477,957

Gain on lease terminations and other







7,393

Operating (loss) income



(129,329)



113,959



119,233

Interest expense



(106,783)



(67,584)



(58,059)

Change in valuation – interest rate swap



13,439



(43,113)



(9,015)

Foreign exchange gain on 2024 Notes





31,561



32,522

Loss on debt extinguishment and redemption – 2022 Notes







(14,698)

Loss on debt extinguishment and redemption – 2024 Notes





(11,885)



Gain on bargain purchase – Sprint Business



1,406,435





Interest income – IP Transit Services Agreement



26,796





Interest income – Purchase Agreement



1,889





Interest income and other



7,030



3,438



1,437

Income before income taxes



1,219,477



26,376



71,420

Income tax benefit (expense)



53,964



(21,230)



(23,235)

Net income


$

1,273,441


$

5,146


$

48,185











Comprehensive income (loss):










Net income


$

1,273,441


$

5,146


$

48,185

Foreign currency translation adjustment



4,772



(8,153)



(9,697)

Comprehensive income (loss)


$

1,278,213


$

(3,007)


$

38,488

Basic net income per common share


$

26.88


$

0.11


$

1.04

Diluted net income per common share


$

26.62


$

0.11


$

1.03

Dividends declared per common share


$

3.760


$

3.555


$

3.170

Weighted-average common shares-basic



47,373,361



46,875,992



46,419,180

Weighted-average common shares -diluted



47,837,512



47,207,298



46,963,920

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)




Three Months Ended
December 31,
2023


Three Months Ended
December 31, 2022

Service revenue


$

272,099


$

151,979

Operating expenses:







Network operations (including $370 and $88 of equity-based compensation expense,
     respectively), exclusive of amounts shown separately



174,550



56,972

Selling, general, and administrative (including $6,314 and $6,176 of equity-based compensation
     expense, respectively)



81,221



43,889

Acquisition costs – Sprint Business



17,001



244

Depreciation and amortization



67,805



23,563

Total operating expenses



340,577



124,668

Operating (loss) income



(68,478)



27,311

Interest expense



(34,928)



(21,990)

Change in valuation – interest rate swap



17,722



2,590

Gain on bargain purchase – Sprint Business



254,049



Interest income – IP Transit Services Agreement



8,828



Interest income – Purchase Agreement



720



Interest income and other



1,797



4,106

Income before income taxes



179,710



12,017

Income tax benefit (expense)



20,443



(11,166)

Net income


$

200,153


$

851

Comprehensive income:







Net income


$

200,153


$

851

Foreign currency translation adjustment



5,377



9,257

Comprehensive income


$

205,530


$

10,108

Basic net income per common share


$

4.23


$

0.02

Diluted net income per common share


$

4.17


$

0.02

Dividends declared per common share


$

0.955


$

0.915

Weighted-average common shares-basic



47,353,291



46,885,512

Weighted-average common shares -diluted



48,037,841



47,196,890

 

COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 2023

(IN THOUSANDS)





2023


2022


2021

Cash flows from operating activities:










Net income


$

1,273,441


$

5,146


$

48,185

Adjustments to reconcile net income to net cash provided by operating activities:










Depreciation and amortization



232,209



92,222



89,240

Amortization of debt discounts and premium



1,323



1,464



1,759

Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements



(28,685)





Equity-based compensation expense (net of amounts capitalized)



26,924



24,439



26,822

Gain on bargain purchase – Sprint Business



(1,406,435)





Foreign currency exchange gain on 2024 Notes





(31,561)



(32,522)

Loss on extinguishment & redemption of 2024 notes





11,885



Loss on extinguishment & redemption of 2022 notes







14,698

Gain – lease termination







(7,375)

Gains—equipment transactions and other, net



212



372



69

Deferred income taxes



(69,582)



16,539



18,159

 Changes in operating assets and liabilities:










Accounts receivable



(51,002)



(2,838)



1,385

Prepaid expenses and other current assets



(11,001)



(7,427)



(17)

Change in valuation – interest rate swap agreement



(13,439)



43,113



9,015

 Due to T-Mobile – Transition Services Agreement



66,908





 Due from T-Mobile – Transition Services Agreement



(4,514)





Deposits and other assets



(1,548)



(282)



(12)

Unfavorable lease liabilities



(26,511)







Accounts payable, accrued liabilities and other long-term liabilities



29,045



20,635



851

Net cash provided by operating activities



17,345



173,707



170,257

Cash flows from investing activities:










Cash receipts - IP Transit Agreement – T-Mobile



204,167





Acquisition of Sprint Business, net of $47.1 million of cash acquired



2,191





Purchases of property and equipment



(129,632)



(78,971)



(69,916)

Net cash provided by (used in) investing activities



76,726



(78,971)



(69,916)

Cash flows from financing activities:










Net proceeds from issuance of 2027 Notes, net of debt costs of $1,290





446,010



Net proceeds from issuance of 2026 Notes, net of debt costs of $1,317







496,933

Redemption and extinguishment of 2024 Notes





(375,354)



Redemption and extinguishment of 2022 Notes







(459,317)

Dividends paid



(181,716)



(169,857)



(150,288)

Principal payments of finance lease obligations



(77,362)



(45,472)



(23,054)

Principal payments of installment payment agreement





(790)



(6,922)

Proceeds from exercises of common stock options



1,227



614



1,823

Net cash used in financing activities



(257,851)



(144,849)



(140,825)

Effect of exchange rate changes on cash



1,649



(2,599)



(2,193)

Net decrease in cash and cash equivalents & restricted cash



(162,131)



(52,712)



(42,677)

Cash and cash equivalents & restricted cash, beginning of year



275,912



328,624



371,301

Cash and cash equivalents & restricted cash, end of year


$

113,781


$

275,912


$

328,624

 

COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR EACH OF THE THREE MONTHS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

(IN THOUSANDS)





Three Months
Ended December
31, 2023


Three Months
Ended December
31, 2022

Cash flows from operating activities:







Net income


$

200,153


$

851

Adjustments to reconcile net income to net cash (used in) provided by operating activities:







Depreciation and amortization



67,805



23,563

Amortization of debt discounts



337



320

Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements



(9,548)



Equity-based compensation expense (net of amounts capitalized)



6,684



6,264

Gain on bargain purchase – Sprint Business



(254,049)



Gains—equipment transactions and other, net



489



(3,159)

Deferred income taxes



(6,073)



11,857

 Changes in operating assets and liabilities:







Accounts receivable



(47,755)



265

Prepaid expenses and other current assets



(6,238)



1,977

Change in valuation – interest rate swap agreement



(17,722)



(2,590)

 Due to T-Mobile – Transition Services Agreement



(2,721)



 Due from T-Mobile – Transition Services Agreement



12,317



Deposits and other assets



(1,371)



(518)

Unfavorable lease liabilities



(10,337)



Accounts payable, accrued liabilities and other long-term liabilities



19,328



(2,507)

Net cash (used in) provided by operating activities



(48,701)



36,323

Cash flows from investing activities:







Severance reimbursement – T-Mobile



16,228



Cash receipts - IP Transit Agreement – T-Mobile



87,500



Purchases of property and equipment



(43,609)



(19,591)

Net cash provided by (used in) investing activities



60,119



(19,591)

Cash flows from financing activities:







Dividends paid



(46,362)



(43,975)

Principal payments of finance lease obligations



(18,813)



(24,514)

Proceeds from exercises of common stock options



440



188

Net cash used in financing activities



(64,735)



(68,301)

Effect of exchange rate changes on cash



1,026



3,817

Net decrease in cash and cash equivalents & restricted cash



(52,291)



(47,752)

Cash and cash equivalents & restricted cash, beginning of period



166,072



323,664

Cash and cash equivalents & restricted cash, end of period


$

113,781


$

275,912

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 March 31, 2023, June 30, 2023 and September 30, 2023.  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.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/cogent-communications-reports-fourth-quarter-and-full-year-2023-results-and-increases-its-regular-quarterly-dividend-on-its-common-stock-302074720.html

SOURCE Cogent Communications Holdings, Inc.

FAQ

What was Cogent Communications Holdings, Inc.'s gain on bargain purchase for Q4 2023?

Cogent reported a gain on bargain purchase of $254.0 million for Q4 2023.

What was the basic and fully diluted earnings per share for Q4 2023?

The basic and fully diluted earnings per share for Q4 2023 were $4.23 and $4.17, respectively.

What was the service revenue for Q4 2023?

Service revenue for Q4 2023 was $272.1 million.

What was the change in service revenue from Q3 2023 to Q4 2023?

Service revenue decreased by 1.2% from Q3 2023 to Q4 2023.

What was the approved increase in quarterly dividend for Q1 2024?

Cogent approved an increase to $0.965 per share for Q1 2024, up from $0.955 per share for Q4 2023.

Cogent Communications Holdings, Inc.

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