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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 9, 2024
Cogent Communications Holdings, Inc.
(Exact name of registrant as specified in
its charter)
| Delaware |
|
000-51829 |
|
46-5706863 |
(State or other
jurisdiction of
incorporation) |
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification No.) |
2450 N St NW,
Washington, D.C. |
|
20037 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 202-295-4200
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
| Title of Each Class |
Trading Symbol |
Name of Each
Exchange on which Registered |
| Common Stock, par value $0.001 per share |
CCOI |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
On May 9, 2024, Cogent Communications Holdings, Inc. issued
a press release summarizing its financial results for the first quarter of 2024. The Company will hold a conference call regarding its
financial results at 8:30 a.m. ET on May 9, 2024, which will be simultaneously broadcast on a link available through the Company’s
website at www.cogentco.com. The press release is furnished as Exhibit 99.1 to this current report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Cogent Communications Holdings, Inc. |
| |
|
| May 9, 2024 |
By: |
/s/ David Schaeffer |
| |
|
Name: |
David Schaeffer |
| |
|
Title: |
President and Chief Executive Officer |
Exhibit 99.1
| |
 | | FOR
IMMEDIATE RELEASE |
|
| |
Cogent Contacts: |
|
|
| |
For Public Relations: |
|
For Investor Relations: |
| |
Jocelyn Johnson |
|
John Chang |
| |
+ 1 (202) 295-4299 |
|
+ 1 (202) 295-4212 |
| |
jajohnson@cogentco.com |
|
investor.relations@cogentco.com |
Cogent Communications Reports First Quarter
2024 Results and Increases its Regular Quarterly Dividend on its Common Stock
Financial and Business Highlights
| · | Service
revenue for Q1 2024 was $266.2 million and $272.1 million for Q4 2023. |
| o | Wavelength revenue increased sequentially by 7.0% to $3.3 million for Q1 2024. |
| o | Revenue under the Commercial Services Agreement with T-Mobile was $8.6 million for Q4 2023 and $3.2 million for Q1 2024. |
| o | Non-core revenue decreased from Q4 2023 to Q1 2024 by 16.8% from $7.3
million to $6.0 million. |
| · | Net
cash used in operating activities was $48.7 million for Q4 2023 and net cash provided by
operating activities was $19.2 million for Q1 2024. |
| o | Net cash provided by investing activities was $60.1 million for Q4
2023 and $51.0 million for Q1 2024. |
| § | Cash
received under the IP Transit Agreement with T-Mobile, and included in cash provided by investing
activities, was $87.5 million for Q4 2023 and $87.5 million for Q1 2024. |
| · | EBITDA,
as adjusted for Sprint acquisition costs and cash received under the IP Transit Agreement
with T-Mobile was $110.5 million for Q4 2023 and $115.0 million for Q1 2024. |
| · | EBITDA,
as adjusted for Sprint acquisition costs and cash received under the IP Transit Agreement
with T-Mobile, margin was 40.6% for Q4 2023 and 43.2% for Q1 2024. |
| o | Total Sprint acquisition costs were $17.0 million for Q4 2023 and
$9.0 million for Q1 2024. |
| § | Severance
costs, reimbursed by T-Mobile, and included in Sprint acquisition costs were $16.2 million
for Q4 2023 and $4.3 million for Q1 2024. |
| · | Gross
leverage ratio was 4.07 for Q4 2023 and was 3.57 for Q1 2024. |
| o | Net leverage ratio was 3.75 for Q4 2023 and was 3.17 for Q1 2024. |
| o | Cogent closed its issuance of $206.0 million of its 7.924% IPV4 Securitized
Notes on May 2, 2024. |
| · | Cogent
approved an increase of $0.01 per share to its regular quarterly dividend for a total of
$0.975 per share for Q2 2024 as compared to $0.965 per share for Q1 2024 – Cogent’s
forty-seventh consecutive quarterly dividend increase. |
[WASHINGTON, D.C. May 9, 2024] Cogent Communications Holdings, Inc.
(NASDAQ: CCOI) (“Cogent”) today announced service revenue of $266.2 million for the three months ended March 31, 2024,
a decrease of 2.2% from the three months ended December 31, 2023 and an increase of 73.3% from the three months ended March 31,
2023. Foreign exchange rates positively impacted service revenue growth from the three months ended December 31, 2023 to the three
months ended March 31, 2024 by $0.3 million and positively impacted service revenue growth from the three months ended March 31,
2023 to the three months ended March 31, 2024 by $0.4 million. On a constant currency basis, service revenue decreased by 2.3% from
the three months ended December 31, 2023 to the three months ended March 31, 2024, and increased by 73.1% for the three months
ended March 31, 2023 to the three months ended March 31, 2024.
On-net service is provided to customers located in buildings that
are physically connected to Cogent’s network by Cogent facilities. On-net revenue was $138.6 million for the three months ended
March 31, 2024, an increase of 0.4% from the three months ended December 31, 2023 and an increase of 19.4% from the three months
ended March 31, 2023.
Off-net customers are located in buildings directly connected to Cogent’s
network using other carriers’ facilities and services to provide the last mile portion of the link from the customers’ premises
to Cogent’s network. Off-net revenue was $118.2 million for the three months ended March 31, 2024, a decrease of 4.4% from
the three months ended December 31, 2023 and an increase of 217.0% from the three months ended March 31, 2023.
Wavelength revenue was $3.3 million for the three months ended March 31,
2024, an increase of 7.0% from the three months ended December 31, 2023.
Non-core services are legacy services, which Cogent acquired and continues
to support but does not actively sell. Non-core revenue was $6.0 million for the three months ended March 31, 2024, $7.3 million
for the three months ended December 31, 2023 and was $0.2 million for the three months ended March 31, 2023.
GAAP gross profit is defined as total service revenue less network
operations expense, depreciation and amortization and equity-based compensation included in network operations expense. GAAP gross margin
is defined as GAAP gross profit divided by total service revenue. GAAP gross profit decreased by 62.3% from the three months ended March 31,
2023 to $26.3 million for the three months ended March 31, 2024 and decreased by 11.4% from the three months ended December 31,
2023.
GAAP gross margin was 9.9% for the three months ended March 31,
2024, 10.9% for the three months ended December 31, 2023 and 45.4% for the three months ended March 31, 2023.
Non-GAAP gross profit represents service revenue less network operations
expense, excluding equity-based compensation and amounts shown separately (depreciation and amortization expense). Non-GAAP gross margin
is defined as Non-GAAP gross profit divided by total service revenue. Non-GAAP gross profit increased by 2.7% from the three months ended
March 31, 2023 to $97.6 million for the three months ended March 31, 2024 and decreased by 0.3% from the three months ended
December 31, 2023.
Non-GAAP gross margin was 36.7% for the three months ended March 31,
2024, 36.0% for the three months ended December 31, 2023 and 61.9% for the three months ended March 31, 2023.
Net cash provided by operating activities was $19.2 million for the
three months ended March 31, 2024 and $35.8 million for the three months ended March 31, 2023. Net cash used in operating activities
was $48.7 million for the three months ended December 31, 2023.
Total Sprint acquisition costs were $9.0 million for the three months
ended March 31, 2024, $17.0 million for the three months ended December 31, 2023 and $0.4 million for the three months ended
March 31, 2023. Severance costs, reimbursed by T-Mobile, and included in Sprint acquisition costs, were $4.3 million for the three
months ended March 31, 2024 and $16.2 million for the three months ended December 31, 2023.
Earnings before interest, taxes, depreciation and amortization (EBITDA),
as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement (discussed below) was $115.0 million
for the three months ended March 31, 2024, $110.5 million for the three months ended December 31, 2023 and $56.5 million for
the three months ended March 31, 2023.
EBITDA as adjusted, for Sprint acquisition costs and cash paid under
the IP Transit Services Agreement margin, was 36.8% for the three months ended March 31, 2023, 40.6% for the three months ended
December 31, 2023 and 43.2% for the three months ended March 31, 2024.
Basic net income (loss) per share was $0.13 for the three months ended
March 31, 2023, $4.23 for the three months ended December 31, 2023 and $(1.38) for the three months ended March 31, 2024.
Diluted net income (loss) per share was $0.13 for the three months ended March 31, 2023, $4.17 for the three months ended December 31,
2023 and $(1.38) for the three months ended March 31, 2024.
Total customer connections increased by 36.4% from March 31,
2023 to 132,883 as of March 31, 2024 and decreased by 3.4% from December 31, 2023. On-net customer connections increased by
5.2% from March 31, 2023 to 87,574 as of March 31, 2024 and decreased by 0.8% from December 31, 2023. Off-net customer
connections increased by 150.8% from March 31, 2023 to 34,579 as of March 31, 2024 and decreased by 5.7% from December 31,
2023. Wavelength customer connections were 693 as of March 31, 2024 and 661 as of December 31, 2023. Non-core customer connections
were 10,037 as of March 31, 2024, 11,975 as of December 31, 2023 and 374 as of March 31, 2023.
The number of on-net buildings increased by 131 from March 31,
2023 to 3,321 as of March 31, 2024 and increased by 44 from December 31, 2023.
IP Transit Services Agreement
On May 1, 2023, the closing date of the Sprint acquisition, Cogent
and T-Mobile USA, Inc. (“TMUSA”), a Delaware corporation and direct subsidiary of T-Mobile US, Inc., a Delaware
corporation (“T-Mobile”) , entered into an agreement for IP transit services (the “IP Transit Services Agreement”),
pursuant to which TMUSA will pay Cogent an aggregate of $700.0 million, consisting of (i) $350.0 million paid in equal monthly installments
during the first year after the closing date of the Sprint acquisition and (ii) $350.0 million paid in equal monthly installments
over the subsequent 42 months. Amounts billed and amounts paid under the IP Transit Services Agreement were $87.5 million and $87.5 million
in the three months ended December 31, 2023, respectively. Amounts billed and amounts paid under the IP Transit Services Agreement
were $87.5 million and $87.5 million in the three months ended March 31, 2024, respectively.
Commercial Services Agreement
Additionally, on the closing date of the Sprint acquisition, Cogent
and T-Mobile entered into a commercial agreement (the “Commercial Agreement”), for colocation and connectivity services.
Revenue under the Commercial Agreement was $3.2 million for the three months ended March 31, 2024, a decrease of 63.0% from $8.6
million for the three months ended December 31, 2023.
Quarterly Dividend Increase Approved
On May 8, 2024, Cogent’s Board approved a regular quarterly
dividend of $0.975 per share payable on June 7, 2024 to shareholders of record on May 23, 2024. This second quarter 2024 regular
dividend represents an increase of $0.01 per share, or 1.0%, from the first quarter 2024 regular dividend of $0.965 per share and an
annual increase of 4.3% from the second quarter 2023 dividend of $0.935 per share.
The payment of any future dividends and any other returns of capital
will be at the discretion of the Board and may be reduced, eliminated or increased and will be dependent upon Cogent’s financial
position, results of operations, available cash, cash flow, capital requirements, limitations under Cogent’s debt indentures and
other factors deemed relevant by the Board.
Residual Impact of COVID-19 Pandemic on Corporate Results
Beginning with and throughout the COVID-19 pandemic, Cogent witnessed
a deteriorating real estate market in and around the buildings it serves in central business districts in North America, largely attributable
to businesses continuing remote work policies instituted during the COVID-19 pandemic. Because of the rising vacancy levels and falling
lease initiations or renewals, Cogent experienced a slowdown in new sales to its corporate customers, which negatively impacted its corporate
revenue results. During the three months ended March 31, 2024, Cogent continued to see declining vacancy rates and rising office
occupancy rates, and to see positive trends in its corporate business in a number of areas of the United States. In other cities, the
impact of the pandemic on leasing activity and office occupancy lingers. Nevertheless, as the option to fully or partially work from
home becomes permanently established at many companies, Cogent’s corporate customers are integrating some of the new applications
that were part of the remote work environment into their everyday use, which benefits Cogent’s corporate business as these customers
upgrade their Internet access infrastructure to higher capacity connections. If and when companies eventually return to the buildings
in which Cogent operates, Cogent believes it will present an opportunity for increased sales. However, the exact timing, path and spread
of these positive trends remains uncertain, and Cogent may continue to see increased corporate customer turnover, fewer upgrades of existing
corporate customer configurations and fewer new tenant opportunities, which would negatively impact Cogent’s corporate revenue
growth.
These and other risks are described in more detail in Cogent’s
Annual Report on Form 10-K for the year ended December 31, 2023 and in its Quarterly Reports on Form 10-Q for the quarterly
periods ended June 30, 2023, September 30, 2023 and March 31, 2024.
Conference Call and Website Information
Cogent will host a conference call with financial analysts at 8:30
a.m. (ET) on May 9, 2024 to discuss Cogent’s operating results for the first quarter of 2024. Investors and other interested
parties may access a live audio webcast of the earnings call in the “Events” section of Cogent’s website at www.cogentco.com/events.
A replay of the webcast, together with the press release, will be available on the website following the earnings call. A downloadable
file of Cogent’s “Summary of Financial and Operational Results” and a transcript of its conference call will also be
available on Cogent’s website following the conference call.
About Cogent Communications
Cogent Communications (NASDAQ: CCOI) is a multinational, Tier 1 facilities-based
ISP. Cogent specializes in providing businesses with high-speed Internet access, Ethernet transport, and colocation services. Cogent’s
facilities-based, all-optical IP network backbone provides services in 235 markets globally.
Cogent Communications is headquartered at 2450 N Street, NW, Washington,
D.C. 20037. For more information, visit www.cogentco.com. Cogent Communications can be reached in the United States at (202) 295-4200
or via email at info@cogentco.com.
# # #
COGENT COMMUNICATIONS HOLDINGS, INC.,
AND SUBSIDIARIES
Summary of Financial and Operational Results
| | |
Q1 2023 | | |
Q2 2023 | | |
Q3 2023 | | |
Q4 2023 | | |
Q1 2024 | |
| Metric ($ in 000’s, except share, per share,
customer connections and network related data) – unaudited | |
| | |
| | |
| | |
| | |
| |
| On-Net revenue | |
$ | 116,143 | | |
$ | 127,665 | | |
$ | 129,031 | | |
$ | 138,064 | | |
$ | 138,624 | |
| % Change from previous Qtr. | |
| 1.0 | % | |
| 9.9 | % | |
| 1.1 | % | |
| 7.0 | % | |
| 0.4 | % |
| Off-Net revenue | |
$ | 37,283 | | |
$ | 101,984 | | |
$ | 130,560 | | |
$ | 123,669 | | |
$ | 118,178 | |
| % Change from previous Qtr. | |
| 1.1 | % | |
| 173.5 | % | |
| 28.0 | % | |
| -5.3 | % | |
| -4.4 | % |
| Wavelength revenue (1) | |
$ | - | | |
$ | 1,585 | | |
$ | 2,992 | | |
$ | 3,108 | | |
$ | 3,327 | |
| % Change from previous Qtr. | |
| - | | |
| - | | |
| 88.8 | % | |
| 3.9 | % | |
| 7.0 | % |
| Non-Core revenue (2) (17) | |
$ | 162 | | |
$ | 8,572 | | |
$ | 12,846 | | |
$ | 7,258 | | |
$ | 6,039 | |
| % Change from previous Qtr. | |
| 3.2 | % | |
| NM | | |
| 49.9 | % | |
| -43.5 | % | |
| -16.8 | % |
| Service revenue – total | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | | |
$ | 272,099 | | |
$ | 266,168 | |
| % Change from previous Qtr. | |
| 1.1 | % | |
| 56.1 | % | |
| 14.9 | % | |
| -1.2 | % | |
| -2.2 | % |
| Constant currency total revenue quarterly growth rate – sequential quarters (3) | |
| 0.2 | % | |
| 55.9 | % | |
| 14.9 | % | |
| -1.1 | % | |
| -2.3 | % |
| Constant currency total revenue quarterly growth rate – year over year quarters (3) | |
| 4.0 | % | |
| 61.4 | % | |
| 82.4 | % | |
| 78.1 | % | |
| 73.1 | % |
| Constant currency and excise tax impact on total revenue quarterly growth rate – sequential quarters (3) | |
| 0.1 | % | |
| 51.4 | % | |
| 13.4 | % | |
| -3.2 | % | |
| -2.3 | % |
| Constant currency and excise tax impact on total revenue quarterly growth rate – year over year quarters (3) | |
| 3.7 | % | |
| 56.2 | % | |
| 75.5 | % | |
| 67.4 | % | |
| 62.4 | % |
| Excise Taxes included in service revenue (4) | |
$ | 4,193 | | |
$ | 11,040 | | |
$ | 14,557 | | |
$ | 20,428 | | |
$ | 20,549 | |
| % Change from previous Qtr. | |
| 2.6 | % | |
| 163.3 | % | |
| 31.9 | % | |
| 40.3 | % | |
| 0.6 | % |
| Corporate revenue (5) (17) | |
$ | 85,627 | | |
$ | 110,998 | | |
$ | 120,484 | | |
$ | 126,634 | | |
$ | 124,864 | |
| % Change from previous Qtr. | |
| -0.2 | % | |
| 29.6 | % | |
| 8.5 | % | |
| 5.1 | % | |
| -1.4 | % |
| Net-centric revenue (5) (16) | |
$ | 67,961 | | |
$ | 87,582 | | |
$ | 94,936 | | |
$ | 93,148 | | |
$ | 91,979 | |
| % Change from previous Qtr. | |
| 2.7 | % | |
| 28.9 | % | |
| 8.4 | % | |
| -1.9 | % | |
| -1.3 | % |
| Enterprise revenue (5) | |
| - | | |
$ | 41,227 | | |
$ | 60,009 | | |
$ | 52,318 | | |
$ | 49,325 | |
| % Change from previous Qtr. | |
| - | | |
| NM | | |
| 45.6 | % | |
| -12.8 | % | |
| -5.7 | % |
| Network operations expenses (4) | |
$ | 58,489 | | |
$ | 137,271 | | |
$ | 173,224 | | |
$ | 174,180 | | |
$ | 168,548 | |
| % Change from previous Qtr. | |
| 2.8 | % | |
| 134.7 | % | |
| 26.2 | % | |
| 0.6 | % | |
| -3.2 | % |
| GAAP gross profit (6) | |
$ | 69,790 | | |
$ | 49,793 | | |
$ | 15,101 | | |
$ | 29,744 | | |
$ | 26,344 | |
| % Change from previous Qtr. | |
| -2.3 | % | |
| -28.7 | % | |
| -69.7 | % | |
| 97.0 | % | |
| -11.4 | % |
| GAAP gross margin (6) | |
| 45.4 | % | |
| 20.8 | % | |
| 5.5 | % | |
| 10.9 | % | |
| 9.9 | % |
| Non-GAAP gross profit (3) (7) | |
$ | 95,099 | | |
$ | 102,535 | | |
$ | 102,205 | | |
$ | 97,919 | | |
$ | 97,620 | |
| % Change from previous Qtr. | |
| 0.0 | % | |
| 7.8 | % | |
| -0.3 | % | |
| -4.2 | % | |
| -0.3 | % |
| Non-GAAP gross margin (3) (7) | |
| 61.9 | % | |
| 42.8 | % | |
| 37.1 | % | |
| 36.0 | % | |
| 36.7 | % |
| Selling, general and administrative expenses (8) | |
$ | 38,646 | | |
$ | 77,640 | | |
$ | 58,267 | | |
$ | 74,907 | | |
$ | 70,131 | |
| % Change from previous Qtr. | |
| 2.5 | % | |
| 100.9 | % | |
| -25.0 | % | |
| 28.6 | % | |
| -6.4 | % |
| Depreciation and amortization expense | |
$ | 25,160 | | |
$ | 52,511 | | |
$ | 86,734 | | |
$ | 67,805 | | |
$ | 70,891 | |
| % Change from previous Qtr. | |
| 6.8 | % | |
| 108.7 | % | |
| 65.2 | % | |
| -21.8 | % | |
| 4.6 | % |
| Equity-based compensation expense | |
$ | 6,581 | | |
$ | 6,249 | | |
$ | 7,411 | | |
$ | 6,684 | | |
$ | 6,950 | |
| % Change from previous Qtr. | |
| 5.1 | % | |
| -5.0 | % | |
| 18.6 | % | |
| -9.8 | % | |
| 4.0 | % |
| Operating income (loss) | |
$ | 24,312 | | |
$ | (34,604 | ) | |
$ | (50,558 | ) | |
$ | (68,478 | ) | |
$ | (59,389 | ) |
| % Change from previous Qtr. | |
| -11.0 | % | |
| NM | | |
| 46.1 | % | |
| 35.4 | % | |
| -13.3 | % |
| Interest expense (9) | |
$ | 19,005 | | |
$ | 28,653 | | |
$ | 24,198 | | |
$ | 34,928 | | |
$ | 23,010 | |
| % Change from previous Qtr. | |
| -13.6 | % | |
| 50.8 | % | |
| -15.5 | % | |
| 44.3 | % | |
| -34.1 | % |
| Non-cash change in valuation – Swap Agreement (9) | |
$ | (1,847 | ) | |
$ | 1,305 | | |
$ | 4,825 | | |
$ | (17,722 | ) | |
$ | 6,152 | |
| Gain on bargain purchase (10) | |
| - | | |
$ | 1,155,719 | | |
$ | (3,332 | ) | |
$ | 254,049 | | |
$ | (5,470 | ) |
| Net income (loss) | |
$ | 6,148 | | |
$ | 1,123,863 | | |
$ | (56,723 | ) | |
$ | 200,153 | | |
$ | (65,307 | ) |
| Basic net income (loss) per common share | |
$ | 0.13 | | |
$ | 23.84 | | |
$ | (1.20 | ) | |
$ | 4.23 | | |
$ | (1.38 | ) |
| Diluted net income (loss) per common share | |
$ | 0.13 | | |
$ | 23.65 | | |
$ | (1.20 | ) | |
$ | 4.17 | | |
$ | (1.38 | ) |
| Weighted average common shares – basic | |
| 47,037,091 | | |
| 47,137,822 | | |
| 47,227,338 | | |
| 47,353,291 | | |
| 47,416,268 | |
| % Change from previous Qtr. | |
| 0.3 | % | |
| 0.2 | % | |
| 0.2 | % | |
| 0.3 | % | |
| 0.1 | % |
| Weighted average common shares – diluted | |
| 47,381,226 | | |
| 47,526,207 | | |
| 47,227,338 | | |
| 48,037,841 | | |
| 47,416,268 | |
| % Change from previous Qtr. | |
| 0.4 | % | |
| 0.3 | % | |
| -0.6 | % | |
| 1.7 | % | |
| -1.3 | % |
| EBITDA (3) | |
$ | 56,053 | | |
$ | 24,156 | | |
$ | 43,587 | | |
$ | 6,011 | | |
$ | 18,452 | |
| % Change from previous Qtr. | |
| -1.9 | % | |
| -56.9 | % | |
| 80.4 | % | |
| -86.2 | % | |
| 207.0 | % |
| EBITDA margin (3) | |
| 36.5 | % | |
| 10.1 | % | |
| 15.8 | % | |
| 2.2 | % | |
| 6.9 | % |
| Sprint acquisition costs (15) | |
$ | 400 | | |
$ | 739 | | |
$ | 351 | | |
$ | 17,001 | | |
$ | 9,037 | |
| Cash payments under IP Transit Services Agreement (11) | |
$ | - | | |
$ | 29,167 | | |
$ | 87,500 | | |
$ | 87,500 | | |
$ | 87,500 | |
| EBITDA, as adjusted for Sprint acquisition costs and cash payments under IP Transit Services Agreement (3) (11) (15) | |
$ | 56,453 | | |
$ | 54,062 | | |
$ | 131,438 | | |
$ | 110,512 | | |
$ | 114,989 | |
| % Change from previous Qtr. | |
| -1.6 | % | |
| -4.2 | % | |
| 143.1 | % | |
| -15.9 | % | |
| 4.1 | % |
| EBITDA, as adjusted for Sprint acquisition costs and cash payments under IP Transit Services Agreement, margin (3) (11) (15) | |
| 36.8 | % | |
| 22.5 | % | |
| 47.7 | % | |
| 40.6 | % | |
| 43.2 | % |
| Net cash provided by (used in) operating activities | |
$ | 35,821 | | |
$ | 82,654 | | |
$ | (52,433 | ) | |
$ | (48,701 | ) | |
$ | 19,219 | |
| % Change from previous Qtr. | |
| -1.4 | % | |
| 130.7 | % | |
| -163.4 | % | |
| -7.1 | % | |
| -139.5 | % |
| Capital expenditures | |
$ | 23,204 | | |
$ | 37,449 | | |
$ | 25,373 | | |
$ | 43,609 | | |
$ | 40,883 | |
| % Change from previous Qtr. | |
| 18.4 | % | |
| 61.4 | % | |
| -32.2 | % | |
| 71.9 | % | |
| -6.3 | % |
| Principal payments of capital (finance) lease obligations | |
$ | 9,450 | | |
$ | 7,797 | | |
$ | 41,302 | | |
$ | 18,813 | | |
$ | 23,235 | |
| % Change from previous Qtr. | |
| -61.5 | % | |
| -17.5 | % | |
| 429.7 | % | |
| -54.5 | % | |
| 23.5 | % |
| Dividends paid (18) | |
$ | 45,311 | | |
$ | 44,907 | | |
$ | 45,136 | | |
$ | 46,362 | | |
$ | 478 | |
| Gross Leverage Ratio (3) (11) | |
| 5.47 | | |
| 5.63 | | |
| 4.79 | | |
| 4.07 | | |
| 3.57 | |
| Net Leverage Ratio (3) (11) | |
| 4.46 | | |
| 4.56 | | |
| 4.24 | | |
| 3.75 | | |
| 3.17 | |
| Customer Connections – end of period (16) (17) | |
| | | |
| | | |
| | | |
| | | |
| | |
| On-Net customer connections | |
| 83,268 | | |
| 92,846 | | |
| 88,250 | | |
| 88,291 | | |
| 87,574 | |
| % Change from previous Qtr. | |
| 0.8 | % | |
| 11.5 | % | |
| -5.0 | % | |
| 0.0 | % | |
| -0.8 | % |
| Off-Net customer connections | |
| 13,785 | | |
| 38,762 | | |
| 36,923 | | |
| 36,676 | | |
| 34,579 | |
| % Change from previous Qtr. | |
| 1.9 | % | |
| 181.2 | % | |
| -4.7 | % | |
| -0.7 | % | |
| -5.7 | % |
| Wavelength customer connections (1) | |
| | | |
| 414 | | |
| 449 | | |
| 661 | | |
| 693 | |
| % Change from previous Qtr. | |
| | | |
| - | | |
| 8.5 | % | |
| 47.2 | % | |
| 4.8 | % |
| Non-Core customer connections (2) (17) | |
| 374 | | |
| 19,408 | | |
| 12,403 | | |
| 11,975 | | |
| 10,037 | |
| % Change from previous Qtr. | |
| 3.0 | % | |
| NM | | |
| -36.1 | % | |
| -3.5 | % | |
| -16.2 | % |
| Total customer connections (16) (17) | |
| 97,427 | | |
| 151,430 | | |
| 138,025 | | |
| 137,603 | | |
| 132,883 | |
| % Change from previous Qtr. | |
| 0.9 | % | |
| 55.4 | % | |
| -8.9 | % | |
| -0.3 | % | |
| -3.4 | % |
| Corporate customer connections (5) (17) | |
| 44,570 | | |
| 61,284 | | |
| 55,045 | | |
| 54,493 | | |
| 51,821 | |
| % Change from previous Qtr. | |
| -0.6 | % | |
| 37.5 | % | |
| -10.2 | % | |
| -1.0 | % | |
| -4.9 | % |
| Net-centric customer connections (5) (16) | |
| 52,857 | | |
| 66,711 | | |
| 62,291 | | |
| 62,370 | | |
| 61,599 | |
| % Change from previous Qtr. | |
| 2.3 | % | |
| 26.2 | % | |
| -6.6 | % | |
| 0.1 | % | |
| -1.2 | % |
| Enterprise customer connections (5) | |
| - | | |
| 23,435 | | |
| 20,689 | | |
| 20,740 | | |
| 19,463 | |
| % Change from previous Qtr. | |
| - | | |
| NM | | |
| -11.7 | % | |
| 0.2 | % | |
| -6.2 | % |
| On-Net Buildings – end of period | |
| | | |
| | | |
| | | |
| | | |
| | |
| Multi-Tenant office buildings | |
| 1,841 | | |
| 1,844 | | |
| 1,860 | | |
| 1,862 | | |
| 1,861 | |
| Carrier neutral data center buildings | |
| 1,294 | | |
| 1,327 | | |
| 1,337 | | |
| 1,347 | | |
| 1,382 | |
| Cogent data centers | |
| 55 | | |
| 56 | | |
| 60 | | |
| 68 | | |
| 78 | |
| Total on-net buildings | |
| 3,190 | | |
| 3,227 | | |
| 3,257 | | |
| 3,277 | | |
| 3,321 | |
| Total carrier neutral data center nodes | |
| 1,490 | | |
| 1,526 | | |
| 1,528 | | |
| 1,558 | | |
| 1,586 | |
| Square feet – multi-tenant office buildings – on-net | |
| 1,001,382,577 | | |
| 1,001,491,002 | | |
| 1,006,523,795 | | |
| 1,008,006,655 | | |
| 1,009,702,653 | |
| Total Technical Buildings Owned (12) | |
| - | | |
| 482 | | |
| 482 | | |
| 482 | | |
| 482 | |
| Square feet – Technical Buildings Owned (12) | |
| - | | |
| 1,603,569 | | |
| 1,603,569 | | |
| 1,603,569 | | |
| 1,603,569 | |
| Network – end of period (13) | |
| | | |
| | | |
| | | |
| | | |
| | |
| Intercity route miles – Leased (13) | |
| 61,300 | | |
| 72,694 | | |
| 72,694 | | |
| 72,552 | | |
| 76,211 | |
| Metro route miles – Leased (13) | |
| 17,826 | | |
| 22,556 | | |
| 22,128 | | |
| 24,779 | | |
| 25,977 | |
| Metro fiber miles – Leased (13) | |
| 42,863 | | |
| 75,577 | | |
| 69,943 | | |
| 77,365 | | |
| 79,138 | |
| Intercity route miles – Owned (13) | |
| 2,748 | | |
| 21,883 | | |
| 21,883 | | |
| 21,883 | | |
| 21,883 | |
| Metro route miles – Owned (13) | |
| 445 | | |
| 1,704 | | |
| 1,704 | | |
| 1,704 | | |
| 1,704 | |
| Connected networks – AS’s | |
| 7,864 | | |
| 7,891 | | |
| 7,971 | | |
| 7,988 | | |
| 8,098 | |
| Headcount – end of period (14) | |
| | | |
| | | |
| | | |
| | | |
| | |
| Sales force – quota bearing (14) | |
| 562 | | |
| 647 | | |
| 637 | | |
| 657 | | |
| 677 | |
| Sales force – total (14) | |
| 714 | | |
| 841 | | |
| 833 | | |
| 847 | | |
| 871 | |
| Total employees (14) | |
| 1,107 | | |
| 2,020 | | |
| 1,990 | | |
| 1,947 | | |
| 1,955 | |
| Sales rep productivity – units per full time equivalent sales rep (“FTE”) per month (16) | |
| 4.0 | | |
| 9.2 | | |
| 3.6 | | |
| 3.3 | | |
| 4.0 | |
| FTE – sales reps | |
| 539 | | |
| 567 | | |
| 621 | | |
| 620 | | |
| 627 | |
(1) In connection with the acquisition of the Wireline Business,
Cogent began to provide optical wavelength services and optical transport services over its fiber network.
(2) Consists of legacy services of companies whose assets or
businesses were acquired by Cogent.
(3) See Schedules of Non-GAAP measures below for definitions
and reconciliations to GAAP measures.
(4) Network operations expense excludes equity-based compensation
expense of $149, $231, $370, $370 and $385 in the three month periods ended March 31, 2023 through March 31, 2024, respectively.
Network operations expense includes excise taxes, including Universal Service Fund fees, of $4,193, $11,040, $14,557, $20,428 and $20,549
in the three month periods ended March 31, 2023 through March 31, 2024, respectively.
(5) In connection with the acquisition of the Wireline Business,
Cogent classified revenue and customer connections as follows;
| · | $12.9
million of the Wireline Business monthly recurring revenue and 17,823 customer connections
as corporate revenue and corporate customer connections, respectively, |
| · | $6.5
million of monthly recurring revenue and 5,711 customer connections as net-centric revenue
and net-centric customer connections, respectively, and |
| · | $20.1
million of monthly recurring revenue and 23,209 customer connections as enterprise revenue
and enterprise customer connections, respectively. |
| · | Conversely,
Cogent reclassified $0.3 million of monthly recurring revenue and 387 customer connections
of legacy Cogent monthly recurring revenue to enterprise revenue and enterprise customer
connections, respectively |
| o | ($0.3 million of corporate monthly recurring revenue and 363 corporate
customer connections and $0.02 million of net-centric monthly recurring revenue and 24 net-centric
customer connections). |
(6) GAAP gross profit is defined as total service revenue less
network operations expense, depreciation and amortization and equity based compensation included in network operations expense. GAAP
gross margin is defined as GAAP gross profit divided by total service revenue.
(7) Non-GAAP gross profit represents service revenue less network
operations expense, excluding equity-based compensation and amounts shown separately (depreciation and amortization expense). Non-GAAP
gross margin is defined as non-GAAP gross profit divided by total service revenue. Management believes that non-GAAP gross profit and
non-GAAP gross margin are relevant measures to provide investors. Management uses them to measure the margin available to the company
after network service costs, in essence a measure of the efficiency of the Company’s network.
(8) Excludes equity-based compensation expense of $6,432, $6,018,
$7,041, $6,314 and $6,565 in the three month periods ended March 31, 2023 through March 31, 2024, respectively and excludes
$400, $739, $351, $17,001 and $9,037 of Sprint acquisition costs for the three month periods ended March 31, 2023 through March 31,
2024, respectively.
(9) As of March 31, 2024, Cogent was party to an interest
rate swap agreement (the “Swap Agreement”) that has the economic effect of modifying the fixed interest rate obligation associated
with its Senior Secured 2026 Notes to a variable interest rate obligation based on the Secured Overnight Financing Rate (“SOFR”)
so that the interest payable on the 2026 Notes effectively became variable based on overnight SOFR. Interest expense includes $9.5 million
and $12.0 million of interest (income) expense for the three month periods ended June 30, 2023 and December 31, 2023, respectively
related to the Swap Agreement.
(10) The estimated gain on bargain purchase from the Sprint acquisition
was $1.4 billion as shown below. The amounts presented are provisional and are subject to change as Cogent refines its estimates and
inputs used in the calculations of the assets acquired and liabilities assumed.
(In thousands) Gain on bargain purchase | |
| |
| Fair value of net assets acquired | |
$ | 806,383 | |
| Total net consideration to be received from Seller, net of discounts | |
| 594,582 | |
| Gain on bargain purchase | |
$ | 1,400,965 | |
(11) Includes cash payments under the IP Transit Services Agreement,
as discussed above, of
| · | $29.2
million for the three months ended June 30, 2023. Amounts billed and amounts paid under
the IP Transit Services Agreement were $58.3 million and $29.2 million in the three months
ended June 30, 2023, respectively. |
| · | $87.5
million for the three months ended September 30, 2023. Amounts billed and amounts paid
under the IP Transit Services Agreement were $87.5 million and $87.5 million in the three
months ended September 30, 2023, respectively. |
| · | $87.5
million for the three months ended December 31, 2023. Amounts billed and amounts paid
under the IP Transit Services Agreement were $87.5 million and $87.5 million in the three
months ended December 31, 2023, respectively. |
| · | $87.5
million for the three months ended March 31, 2024. Amounts billed and amounts paid under
the IP Transit Services Agreement were $87.5 million and $87.5 million in the three months
ended March 31, 2024, respectively. |
(12) In connection with the acquisition of the Wireline Business,
Cogent acquired 482 technical buildings. Twenty-four of those buildings have been converted to a Cogent Data Centers.
(13) As of June 30, 2023,
| o | Leased intercity route miles of dark fiber include 11,376 former Sprint
route miles and 61,318 Cogent route miles. |
| o | Leased metro route miles of dark fiber include 4,527 former Sprint
route miles and 18,029 Cogent route miles. |
| o | 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, |
| o | Leased intercity route miles of dark fiber include 11,376 former Sprint
route miles and 61,318 Cogent route miles. |
| o | Leased metro route miles of dark fiber include 4,047 former Sprint
route miles and 18,081 Cogent route miles. |
| o | 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, |
| o | Leased intercity route miles of dark fiber include 11,017 former Sprint
route miles and 61,535 Cogent route miles. |
| o | Leased metro route miles of dark fiber include 3,911 former Sprint
route miles and 20,868 Cogent route miles. |
| o | Leased metro fiber miles of dark fiber include 25,252 former Sprint
fiber miles and 52,113 Cogent fiber miles. |
| o | Leased intercity route miles of dark fiber include 11,017 former Sprint
route miles and 65,194 Cogent route miles. |
| o | Leased metro route miles of dark fiber include 3,146 former Sprint
route miles and 22,831 Cogent route miles. |
| o | Leased metro fiber miles of dark fiber include 21,471 former Sprint
fiber miles and 57,667 Cogent fiber miles. |
| · | In
connection with Cogent’s Sprint acquisition, Cogent acquired 19,135 owned intercity
route miles of dark fiber and 1,259 owned metro route miles of dark fiber. |
(14) In connection with the acquisition of the Wireline Business Cogent
hired 942 total employees, including 75 quota bearing sales employees and 114 sales employees.
| · | As
of June 30, 2023, there were 888 employees remaining from the original Wireline Business
employees. |
| · | As
of September 30, 2023, there were 839 employees remaining from the original Wireline
Business employees. |
| · | As
of December 31, 2023, there were 758 employees remaining from the original Wireline
Business employees. |
| · | As
of March 31, 2024, there were 718 employees remaining from the original Wireline Business
employees. |
(15) In connection with the acquisition of the Wireline Business the
Company incurred the following Sprint Acquisition Costs
| · | $0.4
million of in the three months ended March 31, 2023, |
| · | $0.7
million in the three months ended June 30, 2023, |
| · | $0.4
million in the three months ended September 30, 2023, |
| · | $17.0
million in the three months ended December 31, 2023 and |
| · | $9.0
million in the three months ended March 31, 2024 |
Included in Sprint acquisition costs were the following reimbursable
severance costs;
| · | $16.2
million of reimbursable severance costs in the three months ended December 31, 2023
and |
| · | $4.3
million of reimbursable severance costs in the three months ended December 31, 2024 |
(16) Sales rep productivity for Q2 2023 included
9,084 net-centric customer connections from a commercial services agreement (“CSA”) with TMUSA entered into in May 2023.
| · | Net-centric
revenue under the CSA was |
| · | $7.3
million for the three months ended June 30, 2023, |
| · | $8.0
million for the three months ended September 30, 2023, |
| · | $8.6
million for the three months ended December 31, 2023 and |
| · | $3.2
million for the three months ended March 31, 2024 |
Net-centric customer connections under the CSA were
| · | 8,028
as of June 30, 2023, |
| · | 4,661
as of September 30, 2023, |
| · | 3,576
as of December 31, 2023 and |
| · | 2,658
as of March 31, 2024 |
(17) As of June 30, 2023 total non-core
customer connections included 8,486 Session Initiation Protocol (“SIP”) customer connections. This non-core corporate product
was discontinued. There were no SIP, non-core customer connections as of September 30, 2023, December 31, 2023 or March 31,
2024.
(18) The first quarter 2024 dividend totaling
$45.8 million was declared on February 28, 2024 and paid on April 9, 2024.
Schedules of Non-GAAP Measures
EBITDA, EBITDA, as adjusted for Sprint acquisition costs and
cash payments made to the Company under the IP Transit Services Agreement , EBITDA margin and EBITDA, as adjusted for Sprint acquisition
costs and cash payments made to the Company under the IP Transit Services Agreement , margin
EBITDA represents net cash flows provided by operating activities
plus changes in operating assets and liabilities, cash interest expense and cash income tax expense. Management believes the most directly
comparable measure to EBITDA calculated in accordance with generally accepted accounting principles in the United States, or GAAP, is
net cash provided by operating activities. The Company also believes that EBITDA is a measure frequently used by securities analysts,
investors, and other interested parties in their evaluation of issuers. EBITDA, as adjusted for Sprint acquisition costs and cash payments
under the IP Transit Services Agreement with T-Mobile, represents EBITDA plus costs related to the Company’s acquisition of the
Wireline Business and cash payments made to the Company under the IP Transit Agreement. EBITDA margin is defined as EBITDA divided by
total service revenue. EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Agreement
margin is defined as EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Agreement,
divided by total service revenue.
The Company believes that EBITDA, EBITDA, as adjusted for Sprint acquisition
costs and cash payments made to the Company under the IP Transit Services Agreement, EBITDA margin and EBITDA as adjusted for Sprint
acquisition costs and cash payments made to the Company under the IP Transit Services Agreement margin are useful measures of its ability
to service debt, fund capital expenditures, pay dividends and expand its business. The company believes its EBITDA, as adjusted for Sprint
acquisition costs and cash payments made to the Company under the IP Transit Services Agreement, is a useful measure because it includes
recurring cash flows stemming from the IP Transit Services Agreement that are of the same type as contracted payments under commercial
contracts. The measurements are an integral part of the internal reporting and planning system used by management as a supplement to
GAAP financial information. EBITDA, EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the
IP Transit Agreement, EBITDA margin and EBITDA as adjusted for Sprint acquisition costs and cash payments made to the Company under the
IP Transit Agreement margin are not recognized terms under GAAP and accordingly, should not be viewed in isolation or as a substitute
for the analysis of results as reported under GAAP, but rather as a supplemental measure to GAAP. For example, these measures are not
intended to reflect the Company’s free cash flow, as they do not consider certain current or future cash requirements, such as
capital expenditures, contractual commitments, and changes in working capital needs, interest expenses and debt service requirements.
The Company’s calculations of these measures may also differ from the calculations performed by its competitors and other companies
and as such, their utility as a comparative measure is limited.
EBITDA, and EBITDA, as adjusted for Sprint acquisition costs and
cash payments made to the Company under the IP Transit Services Agreement, are reconciled to net cash provided by operating activities
in the table below.
| ($ in 000’s) – unaudited | |
Q1
2023 | | |
Q2
2023 | | |
Q3
2023 | | |
Q4
2023 | | |
Q1
2024 | |
| Net cash provided by (used in) operating activities | |
$ | 35,821 | | |
$ | 82,654 | | |
$ | (52,433 | ) | |
$ | (48,701 | ) | |
$ | 19,219 | |
| Changes in operating assets and liabilities | |
$ | 1,435 | | |
$ | (90,373 | ) | |
$ | 51,064 | | |
$ | 36,288 | | |
$ | (34,640 | ) |
| Cash interest expense and income tax expense | |
| 18,797 | | |
| 31,875 | | |
| 44,956 | | |
| 18,424 | | |
| 33,873 | |
| EBITDA | |
$ | 56,053 | | |
$ | 24,156 | | |
$ | 43,587 | | |
$ | 6,011 | | |
$ | 18,452 | |
| PLUS: Sprint acquisition costs | |
$ | 400 | | |
$ | 739 | | |
$ | 351 | | |
$ | 17,001 | | |
$ | 9,037 | |
| PLUS: Cash payments made to the Company under IP Transit Services Agreement | |
| - | | |
| 29,167 | | |
| 87,500 | | |
| 87,500 | | |
| 87,500 | |
| EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under IP Transit Services Agreement | |
$ | 56,453 | | |
$ | 54,062 | | |
$ | 131,438 | | |
$ | 110,512 | | |
$ | 114,989 | |
| EBITDA margin | |
| 36.5 | % | |
| 10.1 | % | |
| 15.8 | % | |
| 2.2 | % | |
| 6.9 | % |
| EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under IP Transit Services Agreement, margin | |
| 36.8 | % | |
| 22.5 | % | |
| 47.7 | % | |
| 40.6 | % | |
| 43.2 | % |
Constant currency revenue is reconciled to service revenue as reported in the tables below.
Constant currency impact on revenue changes – sequential
periods
| ($ in 000’s) – unaudited | |
Q1 2023 | | |
Q2 2023 | | |
Q3 2023 | | |
Q4 2023 | | |
Q1 2024 | |
| Service revenue, as reported – current period | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | | |
$ | 272,099 | | |
$ | 266,168 | |
| Impact of foreign currencies on service revenue | |
| (1,292 | ) | |
| (417 | ) | |
| 10 | | |
| 375 | | |
| (304 | ) |
| Service revenue - as adjusted for currency impact (1) | |
$ | 152,296 | | |
$ | 239,389 | | |
$ | 275,439 | | |
$ | 272,474 | | |
$ | 265,864 | |
| Service revenue, as reported – prior sequential period | |
$ | 151,979 | | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | | |
$ | 272,099 | |
| Constant currency revenue increase (decrease) | |
$ | 317 | | |
$ | 85,801 | | |
$ | 35,633 | | |
$ | (2,955 | ) | |
$ | (6,235 | ) |
| Constant currency revenue percent increase (decrease) | |
| 0.2 | % | |
| 55.9 | % | |
| 14.9 | % | |
| -1.1 | % | |
| -2.3 | % |
| (1) | Service revenue, as adjusted for currency impact, is determined
by translating the service revenue for the current period at the average foreign currency
exchange rates for the prior sequential period. The Company believes that disclosing quarterly
sequential revenue growth without the impact of foreign currencies on service revenue is
a useful measure of sequential revenue growth. Service revenue, as adjusted for currency
impact, is an integral part of the internal reporting and planning system used by management
as a supplement to GAAP financial information. |
Constant currency impact on revenue changes – prior year
periods
| ($ in 000’s) – unaudited | |
Q1 2023 | | |
Q2 2023 | | |
Q3 2023 | | |
Q4 2023 | | |
Q1 2024 | |
| Service revenue, as reported – current period | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | | |
$ | 272,099 | | |
$ | 266,168 | |
| Impact of foreign currencies on service revenue | |
| 1,553 | | |
| (277 | ) | |
| (1,768 | ) | |
| (1,412 | ) | |
| (362 | ) |
| Service revenue - as adjusted for currency impact (2) | |
$ | 155,141 | | |
$ | 239,529 | | |
$ | 273,661 | | |
$ | 270,687 | | |
$ | 265,806 | |
| Service revenue, as reported – prior year period | |
| 149,175 | | |
| 148,450 | | |
$ | 150,000 | | |
$ | 151,979 | | |
$ | 153,588 | |
| Constant currency revenue increase | |
| 5,966 | | |
| 91,079 | | |
$ | 123,661 | | |
$ | 118,708 | | |
$ | 112,218 | |
| Constant currency percent revenue increase | |
| 4.0 | % | |
| 61.4 | % | |
| 82.4 | % | |
| 78.1 | % | |
| 73.1 | % |
| (2) | Service revenue, as adjusted for currency impact, is determined
by translating the service revenue for the current period at the average foreign currency
exchange rates for the comparable prior year period. The Company believes that disclosing
year over year revenue growth without the impact of foreign currencies on service revenue
is a useful measure of revenue growth. Service revenue, as adjusted for currency impact,
is an integral part of the internal reporting and planning system used by management as a
supplement to GAAP financial information. |
Revenue on a constant currency basis and adjusted for the impact
of excise taxes is reconciled to service revenue as reported in the tables below.
Constant currency and excise tax impact on revenue changes –
sequential periods
| ($ in 000’s) – unaudited | |
Q1 2023 | | |
Q2 2023 | | |
Q3 2023 | | |
Q4 2023 | | |
Q1 2024 | |
| Service revenue, as reported – current period | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | | |
$ | 272,099 | | |
$ | 266,168 | |
| Impact of foreign currencies on service revenue | |
| (1,292 | ) | |
| (417 | ) | |
| 10 | | |
| 375 | | |
| (304 | ) |
| Impact of excise taxes on service revenue | |
| (107 | ) | |
| (6,847 | ) | |
| (3,517 | ) | |
| (5,871 | ) | |
| (121 | ) |
| Service revenue - as adjusted for currency and excise taxes impact (3) | |
$ | 152,189 | | |
$ | 232,542 | | |
$ | 271,922 | | |
$ | 266,603 | | |
$ | 265,743 | |
| Service revenue, as reported – prior sequential period | |
$ | 151,979 | | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | | |
$ | 272,099 | |
| Constant currency and excise taxes revenue increase (decrease) | |
$ | 210 | | |
$ | 78,954 | | |
$ | 32,116 | | |
$ | (8,826 | ) | |
$ | (6,356 | ) |
| Constant currency and excise tax revenue percent increase (decrease) | |
| 0.1 | % | |
| 51.4 | % | |
| 13.4 | % | |
| -3.2 | % | |
| -2.3 | % |
| (3) | Service revenue, as adjusted for currency impact and the impact
of excise taxes, is determined by translating the service revenue for the current period
at the average foreign currency exchange rates for the prior sequential period and adjusting
for the changes in excise taxes recorded as revenue between the periods presented. The Company
believes that disclosing quarterly sequential revenue growth without the impact of foreign
currencies and excise taxes on service revenue is a useful measure of sequential revenue
growth. Service revenue, as adjusted for the impact of foreign currency and excise taxes,
is an integral part of the internal reporting and planning system used by management as a
supplement to GAAP financial information. |
Constant currency and excise tax impact on revenue changes –
prior year periods
| ($ in 000’s) – unaudited | |
Q1 2023 | | |
Q2 2023 | | |
Q3 2023 | | |
Q4 2023 | | |
Q1 2024 | |
| Service revenue, as reported – current period | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | | |
$ | 272,099 | | |
$ | 266,168 | |
| Impact of foreign currencies on service revenue | |
| 1,553 | | |
| (277 | ) | |
| (1,768 | ) | |
| (1,412 | ) | |
| (362 | ) |
| Impact of excise taxes on service revenue | |
| (451 | ) | |
| (7,592 | ) | |
| (10,439 | ) | |
| (16,342 | ) | |
| (16,356 | ) |
| Service revenue - as adjusted for currency and excise taxes impact (4) | |
$ | 154,690 | | |
$ | 231,937 | | |
$ | 263,222 | | |
$ | 254,345 | | |
$ | 249,450 | |
| Service revenue, as reported – prior year period | |
$ | 149,175 | | |
$ | 148,450 | | |
$ | 150,000 | | |
$ | 151,979 | | |
$ | 153,588 | |
| Constant currency and excise taxes revenue increase | |
$ | 5,515 | | |
$ | 83,487 | | |
$ | 113,222 | | |
$ | 102,366 | | |
$ | 95,862 | |
| Constant currency and excise tax percent revenue increase | |
| 3.7 | % | |
| 56.2 | % | |
| 75.5 | % | |
| 67.4 | % | |
| 62.4 | % |
| (4) | Service revenue, as adjusted for currency impact and the impact
of excise taxes, is determined by translating the service revenue for the current period
at the average foreign currency exchange rates for the prior year period and adjusting for
the changes in excise taxes recorded as revenue between the periods presented. The Company
believes that disclosing quarterly sequential revenue growth without the impact of foreign
currencies and excise taxes on service revenue is a useful measure of sequential revenue
growth. Service revenue, as adjusted for the impact of foreign currency and excise taxes,
is an integral part of the internal reporting and planning system used by management as a
supplement to GAAP financial information. |
Non-GAAP gross profit and Non-GAAP gross margin
Non-GAAP gross profit and Non-GAAP gross margin are reconciled
to GAAP gross profit and GAAP gross margin in the table below.
| ($ in 000’s) – unaudited | |
Q1
2023 | | |
Q2
2023 | | |
Q3
2023 | | |
Q4
2023 | | |
Q1
2024 | |
| Service revenue total | |
$ | 153,588 | | |
$ | 239,806 | | |
$ | 275,429 | | |
$ | 272,099 | | |
$ | 266,168 | |
| Minus - Network operations expense including equity-based compensation and depreciation and amortization expense | |
| 83,798 | | |
| 190,013 | | |
| 260,328 | | |
| 242,355 | | |
| 239,824 | |
| GAAP Gross Profit (5) | |
$ | 69,790 | | |
$ | 49,793 | | |
$ | 15,101 | | |
$ | 29,744 | | |
$ | 26,344 | |
| Plus - Equity-based compensation – network operations expense | |
| 149 | | |
| 231 | | |
| 370 | | |
| 370 | | |
| 385 | |
| Plus – Depreciation and amortization expense | |
$ | 25,160 | | |
$ | 52,511 | | |
$ | 86,734 | | |
$ | 67,805 | | |
$ | 70,891 | |
| Non-GAAP Gross Profit (6) | |
$ | 95,099 | | |
$ | 102,535 | | |
$ | 102,205 | | |
$ | 97,919 | | |
$ | 97,620 | |
| GAAP Gross Margin (5) | |
| 45.4 | % | |
| 20.8 | % | |
| 5.5 | % | |
| 10.9 | % | |
| 9.9 | % |
| Non-GAAP Gross Margin (6) | |
| 61.9 | % | |
| 42.8 | % | |
| 37.1 | % | |
| 36.0 | % | |
| 36.7 | % |
(5) GAAP gross profit is defined as total service
revenue less network operations expense, depreciation and amortization and equity-based compensation included in network operations expense.
GAAP gross margin is defined as GAAP gross profit divided by total service revenue.
(6) Non-GAAP gross profit represents service revenue
less network operations expense, excluding equity-based compensation and amounts shown separately (depreciation and amortization expense).
Non-GAAP gross margin is defined as non-GAAP gross profit divided by total service revenue. Management believes that non-GAAP gross profit
and non-GAAP gross margin are relevant measures for investors, as they are measures that management uses to measure the margin and amount
available to the Company after network service costs, in essence, these are measures of the efficiency of the Company’s network.
Gross and Net Leverage Ratios
Gross leverage ratio is defined as total debt divided by the trailing
12 months EBITDA, as adjusted for Sprint acquisition costs and cash payments under the IP Transit Services Agreement. Net leverage ratio
is defined as total net debt (total debt minus cash and cash equivalents) divided by the last 12 months EBITDA, as adjusted for Sprint
acquisition costs and cash payments under the IP Transit Services Agreement. Cogent’s gross leverage ratios and net leverage ratios
are shown below.
| ($ in 000’s) – unaudited | |
As of
March
31, 2023 | | |
As of
June 30,
2023 | | |
As of
September
30, 2023 | | |
As of
December
31, 2023 | | |
As of
March 31,
2024 | |
| Cash and cash equivalents & restricted cash | |
$ | 234,422 | | |
$ | 243,953 | | |
$ | 166,072 | | |
$ | 113,781 | | |
$ | 163,274 | |
| Debt | |
| | | |
| | | |
| | | |
| | | |
| | |
| Capital (finance) leases – current portion | |
| 19,782 | | |
| 20,114 | | |
| 63,236 | | |
| 64,594 | | |
| 64,043 | |
| Capital (finance) leases – long term | |
| 300,600 | | |
| 311,405 | | |
| 419,941 | | |
| 419,921 | | |
| 453,473 | |
| Senior Secured 2026 Notes | |
| 500,000 | | |
| 500,000 | | |
| 500,000 | | |
| 500,000 | | |
| 500,000 | |
| Senior Unsecured 2027 Notes | |
| 450,000 | | |
| 450,000 | | |
| 450,000 | | |
| 450,000 | | |
| 450,000 | |
| Total debt | |
| 1,270,382 | | |
| 1,281,519 | | |
| 1,433,177 | | |
| 1,434,515 | | |
| 1,467,516 | |
| Total net debt | |
| 1,035,960 | | |
| 1,037,566 | | |
| 1,267,105 | | |
| 1,320,734 | | |
| 1,304,242 | |
| Trailing 12 months EBITDA, as adjusted for Sprint acquisition costs and cash payments from the IP Transit Services Agreement | |
| 232,169 | | |
| 227,774 | | |
| 298,984 | | |
| 352,465 | | |
| 411,001 | |
| Gross leverage ratio | |
| 5.47 | | |
| 5.63 | | |
| 4.79 | | |
| 4.07 | | |
| 3.57 | |
| Net leverage ratio | |
| 4.46 | | |
| 4.56 | | |
| 4.24 | | |
| 3.75 | | |
| 3.17 | |
Cogent’s SEC filings are available online via the Investor Relations
section of www.cogentco.com or on the Securities and Exchange Commission’s website at www.sec.gov.
COGENT COMMUNICATIONS HOLDINGS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2024 AND DECEMBER 31,
2023
(IN THOUSANDS, EXCEPT SHARE DATA)
| | |
March 31, | | |
December 31, | |
| | |
2024 | | |
2023 | |
| | |
(Unaudited) | | |
| |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 118,433 | | |
$ | 75,092 | |
| Restricted cash | |
| 44,841 | | |
| 38,689 | |
| Accounts receivable, net of allowance for credit losses of $5,588 and $3,677, respectively | |
| 107,169 | | |
| 135,475 | |
| Due from T-Mobile, IP Transit Services Agreement, current portion, net of discount of $21,878 and $24,898, respectively | |
| 119,788 | | |
| 179,269 | |
| Due from T-Mobile, Transition Services Agreement | |
| 3,232 | | |
| 4,514 | |
| Prepaid expenses and other current assets | |
| 79,698 | | |
| 80,588 | |
| Total current assets | |
| 473,161 | | |
| 513,627 | |
| Property and equipment: | |
| | | |
| | |
| Property and equipment | |
| 3,046,160 | | |
| 2,947,376 | |
| Accumulated depreciation and amortization | |
| (1,484,792 | ) | |
| (1,409,559 | ) |
| Total property and equipment, net | |
| 1,561,368 | | |
| 1,537,817 | |
| Right-of-use leased assets | |
| 347,993 | | |
| 361,587 | |
| IPV4 intangible assets | |
| 458,000 | | |
| 458,000 | |
| Other intangible assets, net | |
| 14,370 | | |
| 14,815 | |
| Deposits and other assets | |
| 26,327 | | |
| 23,438 | |
| Due from T-Mobile, IP Transit Services Agreement, net of discount of $23,606 and $27,916, respectively | |
| 243,061 | | |
| 263,750 | |
| Due from T-Mobile, Purchase Agreement, net of discount of $6,982 and $13,725, respectively | |
| 21,132 | | |
| 38,585 | |
| Total assets | |
$ | 3,145,412 | | |
$ | 3,211,619 | |
| Liabilities and stockholders’equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 45,932 | | |
$ | 48,356 | |
| Accrued and other current liabilities | |
| 187,495 | | |
| 120,523 | |
| Accrued dividend payable | |
| 45,789 | | |
| — | |
| Due to T-Mobile – Transition Services Agreement | |
| 5,816 | | |
| 66,908 | |
| Due to T-Mobile – Purchase Agreement | |
| 4,981 | | |
| 4,981 | |
| Current maturities, operating lease liabilities | |
| 66,553 | | |
| 67,962 | |
| Finance lease obligations, current maturities | |
| 64,043 | | |
| 64,594 | |
| Total current liabilities | |
| 420,609 | | |
| 373,324 | |
| Senior secured 2026 notes, net of unamortized debt costs of $578 and $645, respectively, and discounts of $769 and $857, respectively | |
| 498,653 | | |
| 498,498 | |
| Senior unsecured 2027 notes, net of unamortized debt costs of $880 and $941, respectively, and discounts of $1,844 and $1,970, respectively | |
| 447,276 | | |
| 447,088 | |
| Operating lease liabilities, net of current maturities | |
| 320,898 | | |
| 330,095 | |
| Finance lease obligations, net of current maturities | |
| 453,473 | | |
| 419,921 | |
| Deferred income tax liabilities | |
| 436,504 | | |
| 471,498 | |
| Other long-term liabilities | |
| 67,355 | | |
| 61,639 | |
| Total liabilities | |
| 2,644,768 | | |
| 2,602,063 | |
| Commitments and contingencies: | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Common stock, $0.001 par value; 75,000,000 shares authorized; 49,013,487 and 48,608,569 shares issued and outstanding, respectively | |
| 49 | | |
| 49 | |
| Additional paid-in capital | |
| 614,535 | | |
| 606,755 | |
| Accumulated other comprehensive loss | |
| (19,419 | ) | |
| (14,385 | ) |
| Accumulated (deficit) earnings | |
| (94,521 | ) | |
| 17,137 | |
| Total stockholders’ equity | |
| 500,644 | | |
| 609,556 | |
| Total liabilities and stockholders’ equity | |
$ | 3,145,412 | | |
$ | 3,211,619 | |
COGENT COMMUNICATIONS HOLDINGS, INC. AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2024
AND MARCH 31, 2023
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
| | |
Three Months Ended | | |
Three Months Ended | |
| | |
March 31, 2024 | | |
March 31, 2023 | |
| | |
| (Unaudited) | | |
| (Unaudited) | |
| Service revenue | |
$ | 266,168 | | |
$ | 153,588 | |
| Operating expenses: | |
| | | |
| | |
| Network operations (including $385 and $149 of equity-based compensation expense, respectively, exclusive of depreciation and amortization shown separately below) | |
| 168,933 | | |
| 58,638 | |
| Selling, general, and administrative (including $6,565 and $6,432 of equity-based compensation expense, respectively) | |
| 76,696 | | |
| 45,078 | |
| Acquisition costs – Sprint Business | |
| 9,037 | | |
| 400 | |
| Depreciation and amortization | |
| 70,891 | | |
| 25,160 | |
| Total operating expenses | |
| 325,557 | | |
| 129,276 | |
| Operating (loss) income | |
| (59,389 | ) | |
| 24,312 | |
| Interest expense | |
| (23,010 | ) | |
| (19,005 | ) |
| Reduction to gain on bargain purchase – Sprint Business | |
| (5,470 | ) | |
| — | |
| Change in valuation – interest rate swap agreement | |
| (6,152 | ) | |
| 1,847 | |
| Interest income – IP Transit Services Agreement | |
| 7,330 | | |
| — | |
| Interest income – Purchase Agreement | |
| (480 | ) | |
| — | |
| Interest income and other, net | |
| 2,737 | | |
| 3,498 | |
| Income before income taxes | |
| (84,434 | ) | |
| 10,652 | |
| Income tax benefit (expense) | |
| 19,127 | | |
| (4,504 | ) |
| Net (loss) income | |
$ | (65,307 | ) | |
$ | 6,148 | |
| | |
| | | |
| | |
| Comprehensive (loss) income: | |
| | | |
| | |
| Net (loss) income | |
$ | (65,307 | ) | |
$ | 6,148 | |
| Foreign currency translation adjustment | |
| (5,034 | ) | |
| 1,788 | |
| Comprehensive (loss) income | |
$ | (70,341 | ) | |
$ | 7,936 | |
| | |
| | | |
| | |
| Net (loss) income per common share: | |
| | | |
| | |
| Basic net (loss) income per common share | |
$ | (1.38 | ) | |
$ | 0.13 | |
| Diluted net (loss) income per common share | |
$ | (1.38 | ) | |
$ | 0.13 | |
| Dividends declared per common share | |
$ | 0.965 | | |
$ | 0.925 | |
| | |
| | | |
| | |
| Weighted-average common shares - basic | |
| 47,416,268 | | |
| 47,037,091 | |
| | |
| | | |
| | |
| Weighted-average common shares - diluted | |
| 47,416,268 | | |
| 47,381,226 | |
COGENT COMMUNICATIONS HOLDINGS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2024
AND MARCH 31, 2023
(IN THOUSANDS)
| | |
Three Months Ended | | |
Three Months Ended | |
| | |
March 31, 2024 | | |
March 31, 2023 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net (loss) income | |
$ | (65,307 | ) | |
$ | 6,148 | |
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 70,891 | | |
| 25,160 | |
| Amortization of debt discounts | |
| 342 | | |
| 324 | |
| Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements | |
| (6,850 | ) | |
| — | |
| Equity-based compensation expense (net of amounts capitalized) | |
| 6,950 | | |
| 6,581 | |
| Reduction to gain on bargain purchase – Sprint Business | |
| 5,470 | | |
| — | |
| Gains – lease transactions | |
| — | | |
| (615 | ) |
| Deferred income taxes | |
| (33,069 | ) | |
| 890 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| 28,306 | | |
| (860 | ) |
| Prepaid expenses and other current assets | |
| 890 | | |
| (2,919 | ) |
| Change in valuation – interest rate swap agreement | |
| 6,152 | | |
| (1,847 | ) |
| Due to T-Mobile – Transition Services Agreement | |
| (61,092 | ) | |
| — | |
| Due from T-Mobile – Transition Services Agreement | |
| (3,052 | ) | |
| — | |
| Unfavorable lease liabilities | |
| (2,451 | ) | |
| — | |
| Accounts payable, accrued liabilities and other long-term liabilities | |
| 75,397 | | |
| 2,923 | |
| Deposits and other assets | |
| (3,358 | ) | |
| 36 | |
| Net cash provided by operating activities | |
| 19,219 | | |
| 35,821 | |
| Cash flows from investing activities: | |
| | | |
| | |
| Cash receipts - IP Transit Services Agreement – T-Mobile | |
| 87,500 | | |
| — | |
| Acquisition of Sprint Business – severance reimbursements | |
| 4,334 | | |
| — | |
| Purchases of property and equipment | |
| (40,883 | ) | |
| (23,204 | ) |
| Net cash provided by (used in) investing activities | |
| 50,951 | | |
| (23,204 | ) |
| Cash flows from financing activities: | |
| | | |
| | |
| Dividends paid | |
| (478 | ) | |
| (45,311 | ) |
| Proceeds from exercises of stock options | |
| 164 | | |
| 145 | |
| Principal payments of finance lease obligations | |
| (23,235 | ) | |
| (9,450 | ) |
| Net cash used in financing activities | |
| (23,549 | ) | |
| (54,616 | ) |
| Effect of exchange rates changes on cash | |
| 2,872 | | |
| 510 | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | |
| 49,493 | | |
| (41,489 | ) |
| Cash, cash equivalents and restricted cash, beginning of period | |
| 113,781 | | |
| 275,912 | |
| Cash, cash equivalents and restricted cash, end of period | |
$ | 163,274 | | |
$ | 234,423 | |
Except for historical information and discussion
contained herein, statements contained in this release constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements include, but are not limited to statements identified by words such as “believes,”
“expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,”
“projects” and similar expressions. The statements in this release are based upon the current beliefs and expectations of
Cogent’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. Numerous factors could cause or contribute to such differences, including the impact of our acquisition of
the Wireline Business, including our difficulties integrating our business with the acquired Wireline Business, which may result in the
combined company not operating as effectively or efficiently as expected; transition services required to support the acquired Wireline
Business and the related costs continuing for a longer period than expected; transition related costs associated with the acquisition;
the COVID-19 pandemic and the related government policies; future economic instability in the global economy, including the risk of economic
recession, recent bank failures and liquidity concerns at certain other banks or a contraction of the capital markets, which could affect
spending on Internet services and our ability to engage in financing activities; the impact of changing foreign exchange rates (in particular
the Euro to USD and Canadian dollar to USD exchange rates) on the translation of our non-USD denominated revenues, expenses, assets and
liabilities; legal and operational difficulties in new markets; the imposition of a requirement that we contribute to the US Universal
Service Fund on the basis of our Internet revenue; changes in government policy and/or regulation, including net neutrality rules
by the United States Federal Communications Commission and in the area of data protection; cyber-attacks or security breaches of our
network; increasing competition leading to lower prices for our services; our ability to attract new customers and to increase and maintain
the volume of traffic on our network; the ability to maintain our Internet peering arrangements and right-of-way agreements on favorable
terms; our reliance on a few equipment vendors, and the potential for hardware or software problems associated with such equipment; the
dependence of our network on the quality and dependability of third-party fiber and right-of-way providers; our ability to retain certain
customers that comprise a significant portion of our revenue base; the management of network failures and/or disruptions; our ability
to make payments on our indebtedness as they become due and outcomes in litigation, risks associated with variable interest rates under
our interest rate swap agreement, and outcomes in litigation as well as other risks discussed from time to time in our filings with the
Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31,
2023 and our Form 10-Q for the quarterly periods ended June 30, 2023, September 30, 2023 and March 31, 2024. Cogent
undertakes no duty to update any forward-looking statement or any information contained in this press release or in other public disclosures
at any time.
###
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| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Cogent Communications (NASDAQ:CCOI)
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