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Cogent Communications Reports Third Quarter 2023 Results and Increases its Regular Quarterly Dividend on its Common Stock

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Rhea-AI Summary
Cogent Communications Holdings, Inc. (NASDAQ: CCOI) announced a 14.9% increase in service revenue from Q2 2023 to Q3 2023, reaching $275.4 million. The company also saw significant growth in off-net revenue, customer connections, and approved a 4.4% dividend increase for Q4 2023.
Positive
  • 14.9% increase in service revenue
  • 83.6% increase in service revenue from Q3 2022 to Q3 2023
  • 28.4% increase in off-net revenue
  • 43.3% increase in total customer connections
  • 4.4% dividend increase for Q4 2023
Negative
  • Decrease in GAAP gross profit and margin
  • Negative impact of COVID-19 pandemic on corporate results

Financial and Business Highlights

  • Service revenue increased from Q2 2023 to Q3 2023 by 14.9% to $275.4 million and increased from Q3 2022 to Q3 2023 by 83.6%.
    • Service revenue, on a constant currency basis, increased from Q2 2023 to Q3 2023 by 14.9% and increased from Q3 2022 to Q3 2023 by 82.4%.
  • Net cash provided by operating activities was $82.7 million for Q2 2023 and net cash used in operating activities was $52.4 million for Q3 2023.
    • Net cash used in investing activities was $22.3 million for Q2 2023 and net cash provided by investing activities was $62.1 million for Q3 2023.
      • Cash received under an IP Transit Agreement with T-Mobile was $29.2 million for Q2 2023 and was $87.5 million for Q3 2023.
  • EBITDA was $24.2 million for Q2 2023 and was $43.6 million for Q3 2023.
    • EBITDA, as adjusted for Sprint acquisition costs and $29.2 million cash received under an IP Transit Agreement with T-Mobile for Q2 2023 was $54.1 million.
    • EBITDA, as adjusted for Sprint acquisition costs and $87.5 million of cash received under an IP Transit Agreement with T-Mobile for Q3 2023 was $131.4 million.
  • EBITDA margin for Q2 2023 was 10.1% and was 15.8% for Q3 2023.
    • EBITDA, as adjusted for Sprint acquisition costs and cash received under an IP Transit Agreement with T-Mobile margin for Q2 2023 was 22.5% and was 47.7% for Q3 2023.
  • Cogent approved an increase of $0.01 per share to its regular quarterly dividend for a total of $0.955 per share for Q4 2023 as compared to $0.945 per share for Q3 2023 – Cogent's forty-fifth consecutive quarterly dividend increase.
    • The Q4 2023 $0.955 dividend per share represents an annual increase of 4.4% from the dividend per share of $0.915 for Q4 2022.
    • The 2023 total dividends per share of $3.760 represents an annual increase of 5.8% from the total dividends per share of $3.555 for 2022.
  • Gross leverage ratio was 5.63 for Q2 2023 and was 4.79 for Q3 2023.
  • Net leverage ratio was 4.56 for Q2 2023 and was 4.24 for Q3 2023

WASHINGTON, Nov. 9, 2023 /PRNewswire/ -- Cogent Communications Holdings, Inc. (NASDAQ: CCOI) ("Cogent") today announced service revenue of $275.4 million for the three months ended September 30, 2023, an increase of 14.9% from the three months ended June 30, 2023 and an increase of 83.6% from the three months ended September 30, 2022. Foreign exchange rates had no material impact on service revenue growth from the three months ended June 30, 2023 to the three months ended September 30, 2023 and positively impacted service revenue growth from the three months ended September 30, 2022 to the three months ended September 30, 2023 by $1.8 million. On a constant currency basis, service revenue increased by 14.9% from the three months ended June 30, 2023 to the three months ended September 30, 2023 and increased by 82.4% for the three months ended September 30, 2022 to the three months ended September 30, 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 $130.0 million for the three months ended September 30, 2023, an increase of 1.9% from the three months ended June 30, 2023 and an increase of 14.9% from the three months ended September 30, 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 $131.0 million for the three months ended September 30, 2023, an increase of 28.4% from the three months ended June 30, 2023 and an increase of 257.7% from the three months ended September 30, 2022. 

In connection with Cogent's Sprint acquisition, Cogent expanded its offerings of optical wavelength services and optical transport services over its fiber network. Cogent is selling these wavelength services to its existing customers, Sprint customers and to new customers who require dedicated optical transport connectivity without the capital and ongoing expenses associated with owning and operating network infrastructure. Wavelength revenue was $1.6 million from May 1, 2023 (the closing date of the Sprint acquisition) to June 30, 2023 and was $3.0 million for the three months ended September 30, 2023. 

Non-core services are legacy services, which Cogent acquired and continues to support but does not actively sell.  Non-core revenue was $8.6 million for the three months ended June 30, 2023 and was $11.4 million for the three months ended September 30, 2023. 

GAAP gross profit is defined as total service revenue less network operations expense, depreciation and amortization and equity-based compensation included in network operations expense.  GAAP gross margin is defined as GAAP gross profit divided by total service revenue. GAAP gross profit decreased by 78.4% from the three months ended September 30, 2022 to $15.1 million for the three months ended September 30, 2023 and decreased by 69.7% from the three months ended June 30, 2023. GAAP gross margin was 20.8% for the three months ended June 30, 2023 and was 5.5% for the three months ended September 30, 2023.

Non-GAAP gross profit represents service revenue less network operations expense, excluding equity-based compensation and amounts shown separately (depreciation and amortization expense). Non-GAAP gross margin is defined as Non-GAAP gross profit divided by total service revenue.  Non-GAAP gross profit increased by 9.9% from the three months ended September 30, 2022 to $102.2 million for the three months ended September 30, 2023 and decreased by 0.3% from the three months ended June 30, 2023. Non-GAAP gross margin was 42.8% for the three months ended June 30, 2023 and was 37.1% for the three months ended September 30, 2023.

Net cash provided by operating activities was $82.7 million for the three months ended June 30, 2023 and net cash used in operating activities was $52.4 million for the three months ended September 30, 2023.

Earnings before interest, taxes, depreciation and amortization (EBITDA), decreased by 24.7% from the three months ended September 30, 2022 to $43.6 million for the three months ended September 30, 2023 and increased by 80.4% from the three months ended June 30, 2023.  EBITDA margin was 10.1% for the three months ended June 30, 2023 and was 15.8% for the three months ended September 30, 2023.

EBITDA, as adjusted, for Sprint acquisition costs of $0.7 million and $29.2 million of cash paid under the IP Transit Services Agreement (discussed below) for the three months ended June 30, 2023 was $54.1 million. EBITDA, as adjusted, for Sprint acquisition costs of $0.4 million and $87.5 million of cash paid under the IP Transit Services Agreement for the three months ended September 30, 2023 was $131.4 million

EBITDA as adjusted for Sprint acquisition costs and $29.2 million of cash paid under the IP Transit Services Agreement, margin was 22.5% for the three months ended June 30, 2023. EBITDA as adjusted for Sprint acquisition costs and $87.5 million of cash paid under the IP Transit Services Agreement, margin was 47.7% for the three months ended September 30, 2023. 

Basic and diluted net loss per share were $1.20 for the three months ended September 30, 2023.

Total customer connections increased by 43.3% from September 30, 2022 to 138,025 as of September 30, 2023 and decreased by 8.9% from June 30, 2023.  On-net customer connections increased by 8.5% from September 30, 2022 to 89,623 as of September 30, 2023 and decreased by 3.5% from June 30, 2023. Off-net customer connections increased by 175.2% from September 30, 2022 to 36,766 as of September 30, 2023 and decreased by 5.1% from June 30, 2023. Wavelength customer connections were 414 as of June 30, 2023 and were 449 as of September 30, 2023. 

The number of on-net buildings increased by 131 from September 30, 2022 to 3,257 as of September 30, 2023 and increased by 30 from June 30, 2023.

IP Transit Services Agreement
On May 1, 2023, the closing date of the Sprint acquisition, Cogent and T-Mobile USA, Inc. ("TMUSA"), a Delaware corporation and direct subsidiary of T-Mobile US, Inc., a Delaware corporation ("T-Mobile") , entered into an agreement for IP transit services (the "IP Transit Services Agreement"), pursuant to which TMUSA will pay Cogent an aggregate of $700.0 million, consisting of (i) $350.0 million paid in equal monthly installments during the first year after the closing date of the Sprint acquisition and (ii) $350.0 million paid in equal monthly installments over the subsequent 42 months. Amounts 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. 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. 

Quarterly Dividend Increase Approved
On November 1, 2023, Cogent's Board approved a regular quarterly dividend of $0.955 per share payable on December 8, 2023 to shareholders of record on November 24, 2023. This fourth quarter 2023 regular dividend represents an increase of $0.01 per share, or 1.1%, from the third quarter 2023 regular dividend of $0.945 per share and an annual increase of 4.4% from the fourth quarter 2022 dividend of $0.915 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
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 September 30, 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, 2022 and in its Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2023, June 30, 2023 and March 31, 2023.

Conference Call and Website Information
Cogent will host a conference call with financial analysts at 8:30 a.m. (ET) on November 9, 2023 to discuss Cogent's operating results for the third quarter of 2023 and expectations for 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 227 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

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

$127,665

$130,049

 % Change from previous Qtr.

1.7 %

-0.6 %

1.1 %

1.5 %

1.0 %

9.9 %

1.9 %

Off-Net revenue

$36,387

$36,282

$36,611

$36,873

$37,283

$101,984

$130,970

 % Change from previous Qtr.

0.2 %

-0.3 %

0.9 %

0.7 %

1.1 %

173.5 %

28.4 %

Wavelength revenue (1)

-

-

-

-

-

$1,585

$2,992

 % Change from previous Qtr.

-

-

-

-

-

NM   

88.8 %

Non-Core revenue  (2) (17)

$154

$193

$170

$157

$162

$8,572

$11,417

 % Change from previous Qtr.

-0.6 %

25.3 %

-11.9 %

-7.6 %

3.2 %

NM   

33.2 %

Service revenue – total

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

 % Change from previous Qtr.

1.3 %

-0.5 %

1.0 %

1.3 %

1.1 %

56.1 %

14.9 %

Constant currency total revenue

quarterly growth rate –

sequential quarters (3)

1.7 %

0.4 %

2.0 %

1.3 %

0.2 %

55.9 %

14.9 %

Constant currency total revenue

quarterly growth rate – year over

year quarters (3)

2.9 %

2.7 %

4.3 %

5.5 %

4.0 %

61.4 %

82.4 %

Constant currency and excise tax

impact on total revenue quarterly

growth rate – sequential quarters

(3)

2.1 %

0.6 %

1.6 %

1.3 %

0.1 %

51.4 %

13.4 %

Constant currency and excise tax

impact on total revenue quarterly

growth rate – year over year

quarters (3)

3.5 %

3.6 %

4.7 %

5.7 %

3.7 %

56.2 %

75.5 %

Excise Taxes included in service

revenue (4)

$3,742

$3,448

$4,118

$4,086

$4,193

$11,040

$14,557

 % Change from previous Qtr.

-13.7 %

-7.9 %

19.4 %

-0.8 %

2.6 %

163.3 %

31.9 %

Corporate revenue (17)

$86,116

$85,177

$85,495

$85,783

$85,627

$110,998

$120,484

 % Change from previous Qtr.

-0.8 %

-1.1 %

0.4 %

0.3 %

-0.2 %

29.6 %

8.5 %

Net-centric revenue (16)

$63,060

$63,274

$64,506

$66,196

$67,961

$87,582

$94,936

  % Change from previous Qtr.

4.4 %

0.3 %

1.9 %

2.6 %

2.7 %

28.9 %

8.4 %

Enterprise revenue (5)

-

-

-

-

-

$41,227

$60,009

  % Change from previous Qtr.

-

-

-

-

-

NM   

45.6 %

Network operations expenses (4)

$57,305

$56,369

$57,044

$56,884

$58,489

$137,271

$173,224

 % Change from previous Qtr.

1.8 %

-1.6 %

1.2 %

-0.3 %

2.8 %

134.7 %

26.2 %

GAAP gross profit (6)

$69,038

$68,865

$69,883

$71,444

$69,790

$49,793

$15,101

 % Change from previous Qtr.

1.2 %

-0.3 %

1.5 %

2.2 %

-2.3 %

-28.7 %

-69.7 %

GAAP gross margin (6)

46.3 %

46.4 %

46.6 %

47.0 %

45.4 %

20.8 %

5.5 %

Non-GAAP gross profit (3) (7)

$91,870

$92,081

$92,956

$95,095

$95,099

$102,535

$102,205

 % Change from previous Qtr.

1.0 %

0.2 %

1.0 %

2.3 %

0.0 %

7.8 %

-0.3 %

Non-GAAP gross margin (3) (7)

61.6 %

62.0 %

62.0 %

62.6 %

61.9 %

42.8 %

37.1 %

Selling, general and

administrative expenses (8)

$34,715

$33,624

$33,079

$37,713

$38,646

$77,640

$58,267

 % Change from previous Qtr.

3.5 %

-3.1 %

-1.6 %

14.0 %

2.5 %

100.9 %

-25.0 %

Depreciation and amortization

expense

$22,688

$23,071

$22,897

$23,563

$25,160

$52,511

$86,734

 % Change from previous Qtr.

0.5 %

1.7 %

-0.8 %

2.9 %

6.8 %

108.7 %

65.2 %

Equity-based compensation

expense

$6,056

$5,907

$6,211

$6,264

$6,581

$6,249

$7,411

 % Change from previous Qtr.

0.0 %

-2.5 %

5.1 %

0.9 %

5.1 %

-5.0 %

18.6 %

Operating income (loss)

$28,784

$29,566

$28,095

$27,311

$24,312

$(34,604)

$(50,558)

 % Change from previous Qtr.

-20.4 %

2.7 %

-5.0 %

-2.8 %

-11.0 %

NM   

46.1 %

Interest expense (9)

$14,168

$13,478

$17,948

$21,990

$19,005

$28,653

$24,198

 % Change from previous Qtr.

3.3 %

-4.9 %

33.2 %

22.5 %

-13.6 %

50.8 %

-15.5 %

Non-cash change in valuation –

Swap Agreement (9)

$21,271

$7,510

$16,923

$(2,590)

$(1,847)

$1,305

$4,825

Gain (loss) on bargain purchase

(10)

-

-

-

-

-

$1,155,719

$(3,332)

Net income (loss)

$1,137

$11,164

$(8,007)

$851

$6,148

$1,123,863

$(56,723)

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)

Diluted net income (loss) per

common share

$0.02

$0.24

$(0.17)

$0.02

$0.13

$23.65

$(1.20)

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

 % Change from previous Qtr.

0.3 %

0.2 %

0.1 %

0.3 %

0.3 %

0.2 %

0.2 %

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

 % Change from previous Qtr.

-0.1 %

0.2 %

-0.6 %

1.0 %

0.4 %

0.3 %

-0.6 %

EBITDA (3)

$57,155

$58,457

$57,873

$57,138

$56,053

$24,156

$43,587

 % Change from previous Qtr.

-0.4 %

2.3 %

-1.0 %

-1.3 %

-1.9 %

-56.9 %

80.4 %

EBITDA margin (3)

38.3 %

39.4 %

38.6 %

37.6 %

36.5 %

10.1 %

15.8 %

Sprint acquisition costs (15)

$-

$-

$2,004

$244

$400

$739

$351

Cash payments under IP Transit

Services Agreement (11)

$-

$-

$-

$-

$-

$29,167

$87,500

EBITDA, as adjusted for Sprint

acquisition costs and cash

payments under IP Transit

Services Agreement (3) (11)

$57,155

$58,457

$59,877

$57,382

$56,453

$54,062

$131,438

 % Change from previous Qtr.

-0.4 %

2.3 %

2.4 %

-4.2 %

-1.6 %

-4.2 %

143.1 %

EBITDA, as adjusted for Sprint

acquisition costs and cash

payments under IP Transit

Services Agreement, margin (3)

(11)

38.3 %

39.4 %

39.9 %

37.8 %

36.8 %

22.5 %

47.7 %

Net cash provided by (used in)

operating activities

$49,411

$34,403

$53,570

$36,323

$35,821

$82,654

$(52,433)

  % Change from previous Qtr.

37.3 %

-30.4 %

55.7 %

-32.2 %

-1.4 %

130.7 %

-163.4 %

Capital expenditures

$18,121

$17,288

$23,971

$19,591

$23,204

$37,449

$25,373

 % Change from previous Qtr.

18.5 %

-4.6 %

38.7 %

-18.3 %

18.4 %

61.4 %

-32.2 %

Principal payments of capital

(finance) lease obligations

$5,863

$5,236

$9,859

$24,514

$9,450

$7,797

$41,302

 % Change from previous Qtr.

-5.9 %

-10.7 %

88.3 %

148.6 %

-61.5 %

-17.5 %

429.7 %

Dividends paid

$41,298

$41,855

$42,729

$43,975

$45,311

$44,907

$45,136

Gross Leverage Ratio (3) (11)

4.94

5.22

5.32

5.39

5.47

5.63

4.79

Net Leverage Ratio (3) (11)

3.58

3.70

3.93

4.20

4.46

4.56

4.24

Customer Connections – end of

period (16) (17)








On-Net customer connections

81,627

82,277

82,614

82,620

83,268

92,846

89,623

 % Change from previous Qtr.

1.1 %

0.8 %

0.4 %

0.0 %

0.8 %

11.5 %

-3.5 %

Off-Net customer connections

12,922

13,160

13,359

13,531

13,785

38,762

36,766

 % Change from previous Qtr.

2.0 %

1.8 %

1.5 %

1.3 %

1.9 %

181.2 %

-5.1 %

Wavelength customer

connections (1) 

-

-

-

-

-

414

449

% Change from previous Qtr.

-

-

-

-

-

NM   

8.5 %

Non-Core customer connections

(2) (17) 

335

340

348

363

374

19,408

11,187

 % Change from previous Qtr.

0.3 %

1.5 %

2.4 %

4.3 %

3.0 %

NM   

-42.4 %

Total customer connections (16)

(17)

94,884

95,777

96,321

96,514

97,427

151,430

138,025

 % Change from previous Qtr.

1.2 %

0.9 %

0.6 %

0.2 %

0.9 %

55.4 %

-8.9 %

Corporate customer connections

(17)

45,393

45,103

45,176

44,844

44,570

61,284

55,045

  % Change from previous Qtr.

-0.1 %

-0.6 %

0.2 %

-0.7 %

-0.6 %

37.5 %

-10.2 %

Net-centric customer

connections (16)

49,491

50,674

51,145

51,670

52,857

66,711

62,291

  % Change from previous Qtr.

2.5 %

2.4 %

0.9 %

1.0 %

2.3 %

26.2 %

-6.6 %

Enterprise customer

connections (5)

-

-

-

-

-

23,435

20,689

  % Change from previous Qtr.

-

-

-

-

-

NM   

-11.7 %

On-Net Buildings – end of period








Multi-Tenant office buildings

1,824

1,826

1,832

1,837

1,841

1,844

1,860

Carrier neutral data center

buildings 

1,187

1,216

1,240

1,264

1,294

1,327

1,337

Cogent data centers

54

53

54

54

55

56

60

Total on-net buildings

3,065

3,095

3,126

3,155

3,190

3,227

3,257

Total carrier neutral data center

nodes 

1,383

1,409

1,433

1,458

1,490

1,526

1,528

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

Total Technical Buildings Owned

(12)

-

-

-

-

-

482

482

Square feet – Technical

Buildings Owned (12)

-

-

-

-

-

1,603,569

1,603,569

Network  – end of period (13)








Intercity route miles – Leased

(13)

60,869

61,024

61,065

61,292

61,300

72,694

72,694

Metro route miles – Leased  (13)

16,614

16,822

17,477

17,616

17,826

22,556

22,128

Metro fiber miles – Leased (13)

40,113

40,529

42,212

42,491

42,863

75,577

69,943

Intercity route miles – Owned

(13)

2,748

2,748

2,748

2,748

2,748

21,883

21,883

Metro route miles – Owned (13)

445

445

445

445

445

1,704

1,704

Connected networks – AS's

7,625

7,685

7,766

7,792

7,864

7,891

7,971

Headcount – end of period (14)








Sales force – quota bearing  (14)

479

477

522

548

562

647

637

Sales force – total (14)

620

619

669

698

714

841

833

Total employees (14)

987

988

1,041

1,076

1,107

2,020

1,990

Sales rep productivity – units per

full time equivalent sales rep

("FTE") per month (16)

4.7

4.9

4.6

3.8

4.0

9.2

3.6

FTE – sales reps

453

449

465

503

539

567

621




(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 $144, $145, $176, $88, $149, $231 and $370 in the three month periods ended March 31, 2022 through September 30, 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 and $14,557 in the three month periods ended March 31, 2022 through September 30, 2023, respectively. 


(5) 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).


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


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


(10) The estimated gain on bargain purchase from the Sprint acquisition was $1.2 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



$561,393

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



590,993

Gain on bargain purchase



$1,152,386


(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. Includes cash payments under the IP Transit Services Agreement, as discussed above, of $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.

(12) In connection with the acquisition of the Wireline Business, Cogent acquired 482 technical buildings.  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.  As of June 30, 2023, leased metro route miles of dark fiber include 4,527 former Sprint route miles and 18,029 Cogent route miles.  As of June 30, 2023, 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.  As of September 30, 2023, leased metro route miles of dark fiber include 4,047 former Sprint route miles and 18,081 Cogent route miles.  As of September 30, 2023, leased metro fiber miles of dark fiber include 26,602 former Sprint fiber miles and 43,341 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.

(15) 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.

(16) 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 and was $8.0 million for the three months ended September 30, 2023. Net-centric customer connections under the CSA were 8,028 as of June 30, 2023 and were 4,661 as of September 30, 2023.

(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.


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

($ 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)

Changes in operating assets and
liabilities

$(6,294)

$5,108

$(13,017)

$4,152

$1,435

$(90,373)

$51,064

Cash interest expense and income tax
expense

14,038

18,946

17,320

16,663

18,797

31,875

44,956

EBITDA

$57,155

$58,457

$57,873

$57,138

$56,053

$24,156

$43,587

PLUS: Sprint acquisition costs

-

-

$2,004

$244

$400

$739

$351

PLUS: Cash payments made to the

Company under IP Transit Services

Agreement

-

-

-

-

-

29,167

87,500

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

EBITDA margin

38.3 %

39.4 %

38.6 %

37.6 %

36.5 %

10.1 %

15.8 %

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 %

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

Service revenue, as reported – current
period

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

Impact of foreign currencies on service
revenue

516

1,350

1,486

(92)

(1,292)

(417)

10

Service revenue - as adjusted for
currency impact (1)

$149,691

$149,800

$151,486

$151,887

$152,296

$239,389

$275,439

Service revenue, as reported – prior
sequential period

$147,208

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

Constant currency revenue increase

$2,483

$625

$3,036

$1,887

$317

$85,801

$35,633

Constant currency revenue percent
increase

1.7 %

0.4 %

2.0 %

1.3 %

0.2 %

55.9 %

14.9 %



(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

Service revenue, as reported – current
period

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

Impact of foreign currencies on service
revenue

1,914

3,417

4,246

3,371

1,553

(277)

(1,768)

Service revenue - as adjusted for
currency impact (2)

$151,089

$151,867

$154,246

$155,350

$155,141

$239,529

$273,661

Service revenue, as reported – prior
year period

$146,777

$147,879

$147,927

147,208

149,175

148,450

$150,000

Constant currency revenue increase

$4,312

$3,988

$6,319

8,142

5,966

91,079

$123,661

Constant currency percent revenue
increase

2.9 %

2.7 %

4.3 %

5.5 %

4.0 %

61.4 %

82.4 %



(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

Service revenue, as reported – current
period

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

Impact of foreign currencies on service
revenue

516

1,350

1,486

(92)

(1,292)

(417)

10

Impact of excise taxes on service
revenue

594

294

(670)

32

(107)

(6,847)

(3,517)

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

Service revenue, as reported – prior
sequential period

$147,208

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

Constant currency and excise taxes
revenue increase

$3,077

$919

$2,366

$1,919

$210

$78,954

$32,116

Constant currency and excise tax
revenue percent increase

2.1 %

0.6 %

1.6 %

1.3 %

0.1 %

51.4 %

13.4 %



(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

Service revenue, as reported –
current period

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

Impact of foreign currencies on
service revenue

1,914

3,417

4,246

3,371

1,553

(277)

(1,768)

Impact of excise taxes on service
revenue

786

1,363

695

250

(451)

(7,592)

(10,439)

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

Service revenue, as reported –
prior year period

$146,777

$147,879

$147,927

$147,208

$149,175

$148,450

$150,000

Constant currency and excise
taxes revenue increase

$5,098

$5,351

$7,014

$8,392

$5,515

$83,487

$113,222

Constant currency and excise tax
percent revenue increase

3.5 %

3.6 %

4.7 %

5.7 %

3.7 %

56.2 %

75.5 %



(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

($ in 000's) – unaudited








Service revenue total

$149,175

$148,450

$150,000

$151,979

$153,588

$239,806

$275,429

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

GAAP Gross Profit (1)

$69,038

$68,865

$69,883

$71,444

$69,790

$49,793

$15,101

Plus – Equity-based compensation – 
network operations expense

144

145

176

88

149

231

370

Plus – Depreciation and amortization
expense

22,688

23,071

22,897

$23,563

$25,160

$52,511

$86,734

Non-GAAP Gross Profit (2)

$91,870

$92,081

$92,956

$95,095

$95,099

$102,535

$102,205

GAAP Gross Margin (1)

46.3 %

46.4 %

46.6 %

47.0 %

45.4 %

20.8 %

5.5 %

Non-GAAP Gross Margin (2)

61.6 %

62.0 %

62.0 %

62.6 %

61.9 %

42.8 %

37.1 %



(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 September 30,
2023

As of June 30,
2023

Cash and cash equivalents & restricted cash

$166,072

$243,953

Debt



Capital (finance) leases – current portion

63,236

20,114

Capital (finance) leases – long term

419,941

311,405

Senior Secured 2026 Notes

500,000

500,000

Senior Unsecured 2027 Notes

450,000

450,000

Total debt

1,433,177

1,281,519

Total net debt

1,267,105

1,037,566

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

298,984

227,774

Gross leverage ratio

4.79

5.63

Net leverage ratio

4.24

4.56

Cogent's SEC filings are available online via the Investor Relations section of www.cogentco.com or on the Securities and Exchange Commission's website at www.sec.gov.

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

(IN THOUSANDS, EXCEPT SHARE DATA)




September 30, 

2023


December 31, 

2022



(Unaudited)




Assets







Current assets:







Cash and cash equivalents


$

109,661


$

223,783

Restricted cash



56,411



52,129

Accounts receivable, net of allowance for credit losses of $4,158 and $2,303, respectively



87,170



44,123

Due from T-Mobile, IP Transit Services Agreement, current portion, net of discount of $29,029



237,637



Due from T-Mobile, Transition Services Agreement



16,831



Prepaid expenses and other current assets



73,541



45,878

Total current assets



581,251



365,913

Property and equipment:







Property and equipment



2,946,723



1,714,906

Accumulated depreciation and amortization



(1,329,114)



(1,170,476)

Total property and equipment, net



1,617,609



544,430

Right-of-use leased assets



364,397



81,601

Intangible assets, net



54,362



Deposits and other assets



22,143



18,238

Due from T-Mobile, IP Transit Services Agreement, net of discount of $32,613



284,054



Due from T-Mobile, Purchase Agreement, net of discount of $14,444



37,865



Total assets


$

2,961,681


$

1,010,182

Liabilities and stockholders' (deficit) equity







Current liabilities:







Accounts payable


$

29,367


$

27,208

Accrued and other current liabilities



120,031



63,889

Due to T-Mobile – Transition Services Agreement



69,629



Due to T-Mobile – Purchase Agreement



4,981



Current maturities, operating lease liabilities



68,418



12,005

Finance lease obligations, current maturities



63,236



17,182

Total current liabilities



355,662



120,284

Senior secured 2026 notes, net of unamortized debt costs of $710 and $905, respectively, and discount of
   $945 and $1,203, respectively



498,345



497,892

Senior unsecured 2027 notes, net of unamortized debt costs of $1,001 and $1,173, respectively, and
   discount of
$2,095 and $2,456, respectively



446,904



446,371

Operating lease liabilities, net of current maturities



330,993



94,587

Finance lease obligations, net of current maturities



419,941



287,044

Deferred income tax liabilities



388,273



Other long-term liabilities



79,435



82,636

Total liabilities



2,519,553



1,528,814

Commitments and contingencies:







Stockholders' equity (deficit):







Common stock, $0.001 par value; 75,000,000 shares authorized; 48,612,382 and 48,013,330 shares issued and
   outstanding, respectively



49



48

Additional paid-in capital



598,494



575,064

Accumulated other comprehensive loss



(19,761)



(19,156)

Accumulated deficit



(136,654)



(1,074,588)

Total stockholders' equity (deficit)



442,128



(518,632)

Total liabilities and stockholders' equity (deficit)


$

2,961,681


$

1,010,182

 

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)




Three Months Ended

September 30, 2023


Three Months Ended

September 30, 2022






(Unaudited)


(Unaudited)

Service revenue


$

275,429


$

150,000

Operating expenses:







Network operations (including $370 and $176 of equity-based compensation expense, respectively,
   exclusive of depreciation and amortization shown separately below)



173,594



57,220

Selling, general, and administrative (including $7,041 and $6,035 of equity-based compensation
   expense, respectively)



65,308



39,114

Acquisition costs – Sprint Wireline Business



351



2,004

Depreciation and amortization



86,734



22,897

Total operating expenses



325,987



121,235

Loss on lease transactions





(670)

Operating (loss) income



(50,558)



28,095

Interest expense



(24,198)



(17,948)

Loss on bargain purchase – Sprint Wireline Business



(3,332)



Change in valuation – interest rate swap agreement



(4,825)



(16,923)

Interest income – IP Transit Services Agreement



10,299



Interest income – Purchase Agreement



664



Interest income and other, net



1,604



(262)

Income before income taxes



(70,346)



(7,038)

Income tax benefit (expense)



13,623



(969)

Net loss


$

(56,723)


$

(8,007)















Comprehensive loss:







Net loss


$

(56,723)


$

(8,007)

Foreign currency translation adjustment



(4,134)



(7,752)

Comprehensive loss


$

(60,857)


$

(15,759)








Net loss per common share:







Basic net loss per common share


$

(1.20)


$

(0.17)

Diluted net loss per common share


$

(1.20)


$

(0.17)

Dividends declared per common share


$

0.945


$

0.905








Weighted-average common shares - basic



47,227,338



46,736,742








Weighted-average common shares - diluted



47,227,338



46,736,742

 

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)




 

 

Nine Months Ended

September 30, 2023


 

 

Nine Months Ended

September 30, 2022



(Unaudited)


(Unaudited)

Service revenue


$

668,822


$

447,625

Operating expenses:







Network operations (including $750 and $465 of equity-based compensation expense, respectively,
   exclusive of depreciation and amortization shown separately below)



369,734



171,183

Selling, general, and administrative (including $19,491 and $17,709 of equity-based compensation
   expense, respectively)



194,046



119,129

Acquisition costs – Sprint Wireline Business



1,490



2,004

Depreciation and amortization



164,403



68,659

Total operating expenses



729,673



360,975

Gains on lease terminations





(210)

Operating (loss) income



(60,851)



86,440

Interest expense



(71,855)



(45,594)

Gain on bargain purchase – Sprint Wireline Business



1,152,386



Change in valuation – interest rate swap agreement



(4,283)



(45,703)

Unrealized foreign exchange gain on 2024 Euro Notes





31,561

Loss on debt extinguishment and redemption- 2024 Euro Notes





(11,885)

Interest income – IP Transit Services Agreement



17,968



Interest income – Purchase Agreement



1,170



Interest income and other, net



5,154



(462)

Income before income taxes



1,039,689



14,357

Income tax benefit (expense)



33,599



(10,063)

Net income


$

1,073,288


$

4,294








Comprehensive income (loss):







Net income


$

1,073,288


$

4,294

Foreign currency translation adjustment



(605)



(17,410)

Comprehensive income (loss)


$

1,072,683


$

(13,116)








Net income per common share:







Basic net income per common share


$

22.72


$

0.09

Diluted net income per common share


$

22.54


$

0.09

Dividends declared per common share


$

2.805


$

2.640








Weighted-average common shares - basic



47,234,025



46,759,632








Weighted-average common shares - diluted



47,624,709



47,097,580

 

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022

(IN THOUSANDS)




Three Months Ended

September 30, 2023


Three Months Ended

September 30, 2022



(Unaudited)


(Unaudited)

Cash flows from operating activities:







Net loss


$

(56,723)


$

(8,007)

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







Depreciation and amortization



86,734



22,897

Amortization of debt discount and premium



334



315

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



(10,963)



Equity-based compensation expense (net of amounts capitalized)



7,411



6,211

Loss on bargain purchase – Sprint Wireline Business



3,332



Gains - equipment transactions and other, net



354



2,223

Deferred income taxes



(36,319)



1,544

Changes in operating assets and liabilities:







Accounts receivable



1,671



426

Prepaid expenses and other current assets



9,377



(4,254)

Change in valuation – interest rate swap agreement



4,825



16,923

Due to T-Mobile – Transition Services Agreement



9,530



Due from T-Mobile – Transition Services Agreement



(9,816)



Unfavorable lease liabilities



(9,705)



Accounts payable, accrued liabilities and other long-term liabilities



(52,165)



14,910

Deposits and other assets



(310)



382

Net cash (used in) provided by operating activities



(52,433)



53,570

Cash flows from investing activities:







Cash receipts - IP Transit Agreement – T-Mobile



87,500



Purchases of property and equipment



(25,373)



(23,971)

Net cash provided by (used in) investing activities



62,127



(23,971)

Cash flows from financing activities:







Dividends paid



(45,136)



(42,729)

Proceeds from exercises of stock options



402



92

Principal payments of finance lease obligations



(41,302)



(9,859)

Net cash used in financing activities



(86,036)



(52,496)

Effect of exchange rates changes on cash



(1,539)



(3,286)

Net decrease in cash, cash equivalents and restricted cash



(77,881)



(26,183)

Cash, cash equivalents and restricted cash, beginning of period



243,953



349,847

Cash, cash equivalents and restricted cash, end of period


$

166,072


$

323,664

 

COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND SEPTEMBER 30, 2022

(IN THOUSANDS)




Nine Months Ended

September 30, 2023


Nine Months Ended

September 30, 2022



(Unaudited)


(Unaudited)

Cash flows from operating activities:







Net income


$

1,073,288


$

4,294

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







Depreciation and amortization



164,403



68,659

Amortization of debt discount and premium



986



1,144

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



(19,138)



Equity-based compensation expense (net of amounts capitalized)



20,241



18,174

Gain on bargain purchase – Sprint Wireline Business



(1,152,386)



Gains - equipment transactions and other, net



(277)



3,531

Loss on debt extinguishment and redemption – 2024 Euro Notes





11,885

Unrealized foreign currency exchange gain on 2024 Euro Notes





(31,561)

Deferred income taxes



(63,509)



4,682

Changes in operating assets and liabilities:







Accounts receivable



(3,247)



(3,103)

Prepaid expenses and other current assets



(4,763)



(9,404)

Change in valuation – interest rate swap agreement



4,283



45,703

Due to T-Mobile – Transition Services Agreement



69,629



Due from T-Mobile – Transition Services Agreement



(16,831)



Unfavorable lease liabilities



(16,174)



Accounts payable, accrued liabilities and other long-term liabilities



9,715



23,144

Deposits and other assets



(177)



236

Net cash provided by operating activities



66,043



137,384

Cash flows from investing activities:







Cash receipts - IP Transit Agreement – T-Mobile



116,667



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



(14,037)



Purchases of property and equipment



(86,023)



(59,380)

Net cash provided by (used in) investing activities



16,607



(59,380)

Cash flows from financing activities:







Dividends paid



(135,354)



(125,882)

Redemption and extinguishment – 2024 Euro Notes





(375,354)

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





446,010

Proceeds from exercises of stock options



787



426

Principal payments on installment payment agreement





(790)

Principal payments of finance lease obligations



(58,549)



(20,958)

Net cash used in financing activities



(193,116)



(76,548)

Effect of exchange rates changes on cash



626



(6,416)

Net decrease in cash, cash equivalents and restricted cash



(109,840)



(4,960)

Cash, cash equivalents and restricted cash, beginning of period



275,912



328,624

Cash, cash equivalents and restricted cash, end of period


$

166,072


$

323,664

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, 2022 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.

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SOURCE Cogent Communications Holdings, Inc.

FAQ

What is Cogent Communications Holdings, Inc.'s ticker symbol?

The company's ticker symbol is CCOI on the NASDAQ.

How much was the increase in service revenue from Q2 2023 to Q3 2023?

Service revenue increased by 14.9% to $275.4 million.

What was the approved dividend increase for Q4 2023?

The company approved a 4.4% increase to $0.955 per share.

What impact did the COVID-19 pandemic have on Cogent's corporate results?

The pandemic led to declining vacancy rates and slowed new sales to corporate customers, impacting corporate revenue growth.

Cogent Communications Holdings, Inc.

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