8-K
Cogent Communications Holdings, Inc. (CCOI)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 8, 2025
Cogent Communications Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51829 | 46-5706863 |
|---|---|---|
| (State or other jurisdiction of<br><br> incorporation) | (Commission File Number) | (I.R.S. Employer<br> Identification No.) |
| 2450 N St NW,<br>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 8, 2025, Cogent Communications Holdings, Inc. issued a press release summarizing its financial results for the first quarter of 2025. The Company will hold a conference call regarding its financial results at 8:30 a.m. ET on May 8, 2025, which will be simultaneously broadcast on a link available through the Company’s website at www.cogentco.com. The press release is furnished as Exhibit 99.1 to this current report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release of Cogent Communications Holdings, Inc. dated May 8, 2025. (filed herewith). |
| 104 | Cover Page Data File (the cover page XBRL tags are embedded within the iXBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cogent Communications Holdings, Inc. | |||
|---|---|---|---|
| May 8, 2025 | By: | /s/ David Schaeffer | |
| Name: | David Schaeffer | ||
| Title: | President and Chief Executive Officer |
EXHIBIT 99.1
| FOR IMMEDIATE RELEASE | |
|---|---|
| Cogent Contacts: | |
| --- | --- |
| For<br> 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 QuarterResults and Increases its Regular Quarterly Dividend on its Common Stock
Financial and Business Highlights
| · | Service revenue was $247.0 million for Q1 2025 and was $252.3 million for<br>Q4 2024. |
|---|---|
| o | Revenue from leasing IPv4 addresses increased by 14.8%, from Q4 2024 and increased by 42.0% from Q1- 2024. Revenue from leasing IPv4<br>addresses was $14.4 million for Q1 2025, $12.6 million for Q4 2024 and $10.2 million for Q1 2024. |
| --- | --- |
| o | Wavelength revenue increased by 2.2%, sequentially, and increased by 114.0% from Q1- 2024 and was $7.1 million for Q1 2025, $7.0 million<br>for Q4 2024 and $3.3 million for Q1 2024. |
| § | Wavelength customer connections increased by 18.2%, sequentially, and by<br>90.8% from Q1 2024. |
| --- | --- |
| · | EBITDA increased by 4.6% to $43.8 million for Q1 2025 from Q4 2024 and increased<br>by 137.2% from $18.5 million for Q1 2024. |
| --- | --- |
| o | EBITDA margin was 17.7% for Q1 2025, 16.6% for Q4 2024 and was 6.9% for Q1 2024. |
| --- | --- |
| o | Net cash provided by operating activities was $36.4 million for Q1 2025, $14.5 million for Q4 2024 and was $19.2 million for Q1 2024. |
| · | EBITDA, as adjusted, increased by 2.9% to $68.8 million for Q1 2025 from<br>Q4 2024. |
| --- | --- |
| o | EBITDA, as adjusted, margin was 27.8% for Q1 2025 and was 26.5% for Q4 2024. |
| --- | --- |
| · | Gross margin – Non-GAAP - was 44.6% for Q1 2025, 38.7% for Q4 2024<br>and was 36.7% for Q1 2024. |
| --- | --- |
| o | Gross margin was 13.6% for Q1 2025, 11.8% for Q4 2024 and was 9.9% for Q1 2024. |
| --- | --- |
| · | Cogent closed its issuance of $174.4 million of its 6.6% IPv4 Securitized<br>Notes on April 11, 2025. |
| --- | --- |
| · | Cogent purchased 94,856 shares of its common stock for $5.0 million in April 2025<br>under its buyback program. |
| · | Cogent approved an increase of $0.005 per share to its regular quarterly<br>dividend for a total of $1.01 per share for Q2 2025 as compared to $1.005 per share for Q1 2025 – Cogent’s fifty-first consecutive<br>quarterly dividend increase. |
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[WASHINGTON, D.C. May 8, 2025] Cogent Communications Holdings, Inc. (NASDAQ: CCOI) (“Cogent”) today announced service revenue of $247.0 million for the three months ended March 31, 2025, a decrease of 2.1% from the three months ended December 31, 2024 and a decrease of 7.2% from the three months ended March 31, 2024. 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, primarily classified as on-net revenue and net-centric revenue, was $0.7 million for the three months ended March 31, 2025, $1.5 million for the three months ended December 31, 2024 and $3.2 million for the three months ended March 31, 2024.
Foreign exchange rates negatively impacted service revenue growth from the three months ended December 31, 2024 to the three months ended March 31, 2025 by $0.5 million and negatively impacted service revenue growth from the three months ended March 31, 2024 to the three months ended March 31, 2025 by $1.3 million. On a constant currency basis, service revenue decreased by 1.9% from the three months ended December 31, 2024 to the three months ended March 31, 2025 and decreased by 6.7% from the three months ended March 31, 2024 to the three months ended March 31, 2025.
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 $129.6 million for the three months ended March 31, 2025, an increase of 0.7% from the three months ended December 31, 2024 and a decrease of 6.5% from the three months ended March 31, 2024.
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 $107.3 million for the three months ended March 31, 2025, a decrease of 5.2% from the three months ended December 31, 2024 and a decrease of 9.2% from the three months ended March 31, 2024.
Wavelength revenue was $7.1 million for the three months ended March 31, 2025, an increase of 2.2% from the three months ended December 31, 2024 and an increase of 114.0% from the three months ended March 31, 2024.
Non-core services are legacy services, which Cogent acquired and continues to support but does not actively sell. Non-core revenue was $3.0 million for the three months ended March 31, 2025, $3.4 million for the three months ended December 31, 2024 and was $6.0 million for the three months ended March 31, 2024.
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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 increased by 27.4% from the three months ended December 31, 2024 to $33.6 million for the three months ended March 31, 2025 and increased by 12.5% from the three months ended March 31, 2024.
GAAP gross margin was 13.6% for the three months ended March 31, 2025, 11.8% for the three months ended December 31, 2024 and 9.9% for the three months ended March 31, 2024.
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 12.8% from the three months ended December 31, 2024 to $110.1 million for the three months ended March 31, 2025 and increased by 12.8% from the three months ended March 31, 2024.
Non-GAAP gross margin was 44.6% for the three months ended March 31, 2025, 38.7% for the three months ended December 31, 2024 and 36.7% for the three months ended March 31, 2024.
Net cash provided by operating activities was $36.4 million for the three months ended March 31, 2025, $14.5 million for the three months ended December 31, 2024 and $19.2 for the three months ended March 31, 2024.
Sprint acquisition costs were $9.0 million for the three months ended March 31, 2024. There were no Sprint acquisition costs in the three months ended December 31, 2024 or in the three months ended March 31, 2025.
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Selling, general and administrative expenses (“SG&A”), excluding equity based compensation expenses were $66.3 million for the three months ended March 31, 2025, an increase of 19.0% from the three months ended December 31, 2024 and a decrease of 5.4% from the three months ended March 31, 2024. SG&A expenses typically increase sequentially from Q4 to Q1 due to seasonal factors including annual increases to compensation, the resetting of payroll taxes in the United States, and professional services including annual audit and sales meeting costs.
IP Transit Services Agreement
On May 1, 2023, the closing date of the Sprint acquisition, Cogent and T-Mobile USA, Inc. (“TMUSA”), a Delaware corporation and direct subsidiary of T-Mobile US, Inc., a Delaware corporation (“T-Mobile”), entered into an agreement for IP transit services (the “IP Transit Services Agreement”), pursuant to which TMUSA will pay Cogent an aggregate of $700.0 million, consisting of (i) $350.0 million paid in equal monthly installments during the first year after the closing date of the Sprint acquisition and (ii) $350.0 million paid in equal monthly installments over the subsequent 42 months. Amounts paid under the IP Transit Services Agreement were $87.5 million, $25.0 million and $25.0 million in the three months ended March 31, 2024, December 31, 2024 and March 31, 2025, respectively.
Earnings before interest, taxes, depreciation and amortization (EBITDA), was $43.8 million for the three months ended March 31, 2025, $41.9 million for the three months ended December 31, 2024 and $18.5 million for the three months ended March 31, 2024.
EBITDA margin, was 17.7% for the three months ended March 31, 2025, 16.6% for the three months ended December 31, 2024 and 6.9% for the three months ended March 31, 2024.
Earnings before interest, taxes, depreciation and amortization (EBITDA), as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement, was $68.8 million for the three months ended March 31, 2025, $66.9 million for the three months ended December 31, 2024 and $115.0 million for the three months ended March 31, 2024.
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EBITDA margin, as adjusted for Sprint acquisition costs and cash paid under the IP Transit Services Agreement, was 27.8% for the three months ended March 31, 2025, 26.5% for the three months ended December 31, 2024 and 43.2% for the three months ended March 31, 2024.
Basic and diluted net (loss) per share was $(1.09) for the three months ended March 31, 2025, $(0.91) for the three months ended December 31, 2024 and was $(1.38) for the three months ended March 31, 2024.
Total customer connections decreased by 9.1% from March 31, 2024 to 120,731 as of March 31, 2025 and decreased by 2.1% from December 31, 2024. On-net customer connections decreased by 0.9% from March 31, 2024 to 86,781 as of March 31, 2025 and decreased by 0.8% from December 31, 2024. Off-net customer connections decreased by 20.4% from March 31, 2024 to 27,508 as of March 31, 2025 and decreased by 5.0% from December 31, 2024. Wavelength customer connections were 1,322 as of March 31, 2025, 1,118 as of December 31, 2024 and 693 as of March 31, 2024. Non-core customer connections were 5,120 as of March 31, 2025, 5,802 as of December 31, 2024 and 10,037 as of March 31, 2024.
The number of on-net buildings increased by 179 from March 31, 2024 to 3,500 as of March 31, 2025 and increased by 47 from December 31, 2024.
Optical Wave Network
Acquiring the Sprint network has also allowed Cogent to construct a wavelength network using predominantly owned fiber. This enabled Cogent to expand its product offerings to include optical wavelength services. As of March 31, 2025, Cogent was offering optical wavelength services in 883 data centers in the United States, Mexico and Canada.
Quarterly Dividend Increase Approved
On May 7, 2025, Cogent’s Board approved a regular quarterly dividend of $1.01 per share payable on June 6, 2025 to shareholders of record on May 22, 2025. This second quarter 2025 regular dividend represents an increase of $0.005 per share, or 0.5%, from the first quarter 2025 regular dividend per share and an annual increase of 3.6% from the second quarter 2024 dividend per share.
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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.
Conference Call and Website Information
Cogent will host a conference call with financial analysts at 8:30 a.m. (ET) on May 8, 2025 to discuss Cogent’s operating results for the first quarter of 2025. 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, optical wavelength, optical transport and colocation services. Cogent’s facilities-based, all-optical IP network backbone provides services in 292 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.
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COGENT COMMUNICATIONS HOLDINGS, INC.,AND SUBSIDIARIES
Summary of Financial and Operational Results
| Metric ($ in 000’s, except share, per share, customer connections and network related data) – unaudited | Q1 2024 | **** | Q2 2024 | **** | Q3 2024 | **** | Q4 2024 | **** | Q1 2025 | **** | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| On-Net revenue (15) (17) | $ | 138,624 | $ | 140,757 | $ | 136,485 | $ | 128,760 | $ | 129,628 | |||||
| % Change from previous Qtr. | 0.4 | % | 1.5 | % | -3.0 | % | -5.7 | % | 0.7 | % | |||||
| Off-Net revenue | $ | 118,178 | $ | 111,451 | $ | 111,291 | $ | 113,190 | $ | 107,274 | |||||
| % Change from previous Qtr. | -4.4 | % | -5.7 | % | -0.1 | % | 1.7 | % | -5.2 | % | |||||
| Wavelength revenue (1) | $ | 3,327 | $ | 3,625 | $ | 5,287 | $ | 6,966 | $ | 7,119 | |||||
| % Change from previous Qtr. | 7.0 | % | 9.0 | % | 45.8 | % | 31.8 | % | 2.2 | % | |||||
| Non-Core revenue (2) | $ | 6,039 | $ | 4,610 | $ | 4,139 | $ | 3,375 | $ | 3,027 | |||||
| % Change from previous Qtr. | -16.8 | % | -23.7 | % | -10.2 | % | -18.5 | % | -10.3 | % | |||||
| Service revenue – total (15) (17) | $ | 266,168 | $ | 260,443 | $ | 257,202 | $ | 252,291 | $ | 247,048 | |||||
| % Change from previous Qtr. | -2.2 | % | -2.2 | % | -1.2 | % | -1.9 | % | -2.1 | % | |||||
| Constant currency total revenue quarterly growth rate – sequential quarters (3)(15) (17) | -2.3 | % | -2.0 | % | -1.5 | % | -1.5 | % | -1.9 | % | |||||
| Constant currency total revenue quarterly growth rate – year over year quarters (3)(15) (17) | 73.1 | % | 8.8 | % | -6.7 | % | -7.1 | % | -6.7 | % | |||||
| Constant currency and excise tax impact on total revenue quarterly growth rate – sequential quarters (3)(15) (17) | -2.3 | % | -1.5 | % | -1.7 | % | -2.0 | % | -1.6 | % | |||||
| Constant currency and excise tax impact on total revenue quarterly growth rate – year over year quarters (3))15) (17) | 62.4 | % | 5.4 | % | -8.6 | % | -7.3 | % | -6.6 | % | |||||
| Excise Taxes included in service revenue (4) | $ | 20,549 | $ | 19,182 | $ | 19,752 | $ | 20,960 | $ | 20,200 | |||||
| % Change from previous Qtr. | 0.6 | % | -6.7 | % | 3.0 | % | 6.1 | % | -3.6 | % | |||||
| IPv4 Revenue, included in On-Net revenue (19) | $ | 10,151 | $ | 10,938 | $ | 11,236 | $ | 12,560 | $ | 14,413 | |||||
| % Change from previous Qtr. | 2.8 | % | 7.8 | % | 2.7 | % | 11.8 | % | 14.8 | % | |||||
| IPv4 Addresses Billed | 12,213,414 | 12,813,955 | 12,943,590 | 13,033,248 | 12,879,749 | ||||||||||
| % Change from previous Qtr. | 6.8 | % | 4.9 | % | 1.0 | % | 0.7 | % | -1.2 | % | |||||
| Corporate revenue (5) | $ | 124,864 | $ | 119,557 | $ | 116,244 | $ | 113,070 | $ | 110,686 | |||||
| % Change from previous Qtr. | -1.4 | % | -4.3 | % | -2.8 | % | -2.7 | % | -2.1 | % | |||||
| Net-centric revenue (5)(15) | $ | 91,979 | $ | 91,107 | $ | 91,873 | $ | 93,625 | $ | 92,615 | |||||
| % Change from previous Qtr. | -1.3 | % | -0.9 | % | 0.8 | % | 1.9 | % | -1.1 | % |
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| Enterprise revenue (5)(17) | $ | 49,325 | $ | 49,781 | $ | 49,085 | $ | 45,596 | $ | 43,747 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % Change from previous Qtr. | -5.7 | % | 0.9 | % | -1.4 | % | -7.1 | % | -4.1 | % | |||||
| Network operations expenses (4) | $ | 168,548 | $ | 155,817 | $ | 161,083 | $ | 154,706 | $ | 136,949 | |||||
| % Change from previous Qtr. | -3.2 | % | -7.6 | % | 3.4 | % | -4.0 | % | -11.5 | % | |||||
| GAAP gross profit (6) | $ | 26,344 | $ | 30,240 | $ | 9,835 | $ | 29,836 | $ | 33,571 | |||||
| % Change from previous Qtr. | -11.4 | % | 14.8 | % | -67.5 | % | 203.4 | % | 12.5 | % | |||||
| GAAP gross margin (6) | 9.9 | % | 11.6 | % | 3.8 | % | 11.8 | % | 13.6 | % | |||||
| Non-GAAP gross profit (3)(7) | $ | 97,620 | $ | 104,626 | $ | 96,119 | $ | 97,585 | $ | 110,099 | |||||
| % Change from previous Qtr. | -0.3 | % | 7.2 | % | -8.1 | % | 1.5 | % | 12.8 | % | |||||
| Non-GAAP gross margin (3)(7) | 36.7 | % | 40.2 | % | 37.4 | % | 38.7 | % | 44.6 | % | |||||
| Selling, general and administrative expenses (8) | $ | 70,131 | $ | 65,130 | $ | 60,258 | $ | 55,732 | $ | 66,340 | |||||
| % Change from previous Qtr. | -6.4 | % | -7.1 | % | -7.5 | % | -7.5 | % | 19.0 | % | |||||
| Depreciation and amortization expense (18) | $ | 70,891 | $ | 74,036 | $ | 85,815 | $ | 67,272 | $ | 76,038 | |||||
| % Change from previous Qtr. | 4.6 | % | 4.4 | % | 15.9 | % | -21.6 | % | 13.0 | % | |||||
| Equity-based compensation expense | $ | 6,950 | $ | 3,565 | $ | 7,875 | $ | 7,348 | $ | 8,013 | |||||
| % Change from<br> previous Qtr. | 4.0 | % | -48.7 | % | 120.9 | % | -6.7 | % | 9.1 | % | |||||
| Operating income (loss) | $ | (59,389 | ) | $ | (47,143 | ) | $ | (57,829 | ) | $ | (32,767 | ) | $ | (40,292 | ) |
| % Change from previous Qtr. | 13.3 | % | 20.6 | % | -22.7 | % | 43.3 | % | 23.0 | % | |||||
| Interest expense (9) | $ | 23,010 | $ | 38,840 | $ | 32,474 | $ | 45,371 | $ | 34,015 | |||||
| % Change from previous Qtr. | -34.1 | % | 68.8 | % | -16.4 | % | 39.7 | % | -25.0 | % | |||||
| Non-cash change in valuation – Swap Agreement (9) | $ | 6,152 | $ | (9,299 | ) | $ | (5,597 | ) | $ | (7,632 | ) | $ | 201 | ||
| Gain on bargain purchase (10) | $ | (5,470 | ) | $ | 27,673 | $ | - | $ | - | $ | - | ||||
| Net loss | $ | (65,307 | ) | $ | (32,338 | ) | $ | (63,112 | ) | $ | (43,317 | ) | $ | (52,042 | ) |
| Basic net loss per common share | $ | (1.38 | ) | $ | (0.68 | ) | $ | (1.33 | ) | $ | (0.91 | ) | $ | (1.09 | ) |
| Diluted net loss per common share | $ | (1.38 | ) | $ | (0.68 | ) | $ | (1.33 | ) | $ | (0.91 | ) | $ | (1.09 | ) |
| Weighted average common shares – basic | 47,416,268 | 47,511,613 | 47,426,131 | 47,540,833 | 47,676,735 | ||||||||||
| % Change from previous Qtr. | 0.1 | % | 0.2 | % | -0.2 | % | 0.2 | % | 0.3 | % | |||||
| Weighted average common shares – diluted | 47,416,268 | 47,511,613 | 47,426,131 | 47,540,833 | 47,676,735 | ||||||||||
| % Change from previous Qtr. | -1.3 | % | 0.2 | % | -0.2 | % | 0.2 | % | 0.3 | % | |||||
| EBITDA (3) | $ | 18,452 | $ | 27,126 | $ | 35,861 | $ | 41,853 | $ | 43,759 | |||||
| % Change from previous Qtr. | 207.0 | % | 47.0 | % | 32.2 | % | 16.7 | % | 4.6 | % |
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| EBITDA margin (3) | 6.9 | % | 10.4 | % | 13.9 | % | 16.6 | % | 17.7 | % | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sprint acquisition costs (14) | $ | 9,037 | $ | 12,370 | $ | - | $ | - | $ | - | |||||
| Cash payments under IP Transit Services Agreement (11) | $ | 87,500 | $ | 66,667 | $ | 25,000 | $ | 25,000 | $ | 25,000 | |||||
| EBITDA, as adjusted for Sprint acquisition costs and cash payments under IP Transit Services Agreement (3)(11) (14) | $ | 114,989 | $ | 106,163 | $ | 60,861 | $ | 66,853 | $ | 68,759 | |||||
| % Change from previous Qtr. | 4.1 | % | -7.7 | % | -42.7 | % | 9.8 | % | 2.9 | % | |||||
| EBITDA, as adjusted for Sprint acquisition costs and cash payments under IP Transit Services Agreement, margin (3)(11) (14) | 43.2 | % | 40.8 | % | 23.7 | % | 26.5 | % | 27.8 | % | |||||
| Net cash provided by (used in) operating activities | $ | 19,219 | $ | (22,171 | ) | $ | (20,226 | ) | $ | 14,532 | $ | 36,351 | |||
| % Change from previous Qtr. | 139.5 | % | -215.4 | % | 8.8 | % | 171.8 | % | 150.1 | % | |||||
| Capital expenditures | $ | 40,883 | $ | 48,767 | $ | 59,244 | $ | 46,104 | $ | 58,088 | |||||
| % Change from previous Qtr. | -6.3 | % | 19.3 | % | 21.5 | % | -22.2 | % | 26.0 | % | |||||
| Principal payments of capital (finance) lease obligations | $ | 23,235 | $ | 133,472 | $ | 4,516 | $ | 27,979 | $ | 8,003 | |||||
| % Change from previous Qtr. | 23.5 | % | 474.4 | % | -96.6 | % | 519.6 | % | -71.4 | % | |||||
| Dividends paid (16) | $ | 478 | $ | 93,304 | $ | 47,210 | $ | 48,416 | $ | 49,133 | |||||
| Gross Leverage Ratio (3)(11) | 3.57 | 4.06 | 4.94 | 5.72 | 6.69 | ||||||||||
| Net Leverage Ratio (3)(11) | 3.17 | 3.14 | 4.13 | 5.07 | 6.08 | ||||||||||
| Gross Leverage Ratio under the Company’s Indentures (3) | 3.51 | 4.50 | 5.11 | 5.81 | 5.86 | ||||||||||
| Net Leverage Ratio under the Company’s Indentures (3) | 3.14 | 3.50 | 4.33 | 5.15 | 5.33 | ||||||||||
| Secured Leverage Ratio under the Company’s Indentures (3) | 2.33 | 2.49 | 2.90 | 3.38 | 3.44 | ||||||||||
| Interest Coverage Ratio under the Company’s Indentures (3) | 4.05 | 4.06 | 3.85 | 2.88 | 2.80 | ||||||||||
| Customer Connections – end of period (15) | |||||||||||||||
| On-Net customer connections | 87,574 | 87,387 | 87,655 | 87,500 | 86,781 | ||||||||||
| % Change from previous Qtr. | -0.8 | % | -0.2 | % | 0.3 | % | -0.2 | % | -0.8 | % | |||||
| Off-Net customer connections | 34,579 | 32,758 | 32,420 | 28,963 | 27,508 | ||||||||||
| % Change from previous Qtr. | -5.7 | % | -5.3 | % | -1.0 | % | -10.7 | % | -5.0 | % | |||||
| Wavelength customer connections (1) | 693 | 754 | 1,041 | 1,118 | 1,322 | ||||||||||
| % Change from previous Qtr. | 4.8 | % | 8.8 | % | 38.1 | % | 7.4 | % | 18.2 | % |
Page **9** of **20**
| Non-Core customer connections (2) | 10,037 | 7,883 | 5,217 | 5,802 | 5,120 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| % Change from previous Qtr. | -16.2 | % | -21.5 | % | -33.8 | % | 11.2 | % | -11.8 | % |
| Total customer connections (15) | 132,883 | 128,782 | 126,333 | 123,383 | 120,731 | |||||
| % Change from previous Qtr. | -3.4 | % | -3.1 | % | -1.9 | % | -2.3 | % | -2.1 | % |
| Corporate customer connections (5) | 51,821 | 48,690 | 47,613 | 46,371 | 45,295 | |||||
| % Change from previous Qtr. | -4.9 | % | -6.0 | % | -2.2 | % | -2.6 | % | -2.3 | % |
| Net-centric customer connections (5)(15) | 61,599 | 61,736 | 62,273 | 62,236 | 61,795 | |||||
| % Change from previous Qtr. | -1.2 | % | 0.2 | % | 0.9 | % | -0.1 | % | -0.7 | % |
| Enterprise customer connections (5)(17) | 19,463 | 18,356 | 16,447 | 14,776 | 13,641 | |||||
| % Change from previous Qtr. | -6.2 | % | -5.7 | % | -10.4 | % | -10.2 | % | -7.7 | % |
| On-Net Buildings – end of period | ||||||||||
| Multi-Tenant office buildings | 1,861 | 1,864 | 1,870 | 1,871 | 1,867 | |||||
| Carrier neutral data center buildings | 1,376 | 1,393 | 1,410 | 1,423 | 1,453 | |||||
| Cogent data centers | 78 | 86 | 95 | 104 | 101 | |||||
| Cogent edge data centers | 6 | 43 | 49 | 55 | 79 | |||||
| Total on-net buildings | 3,321 | 3,386 | 3,424 | 3,453 | 3,500 | |||||
| Total carrier neutral data center nodes | 1,586 | 1,602 | 1,627 | 1,646 | 1,668 | |||||
| Wave enabled data centers | 295 | 516 | 657 | 808 | 883 | |||||
| Square feet – multi-tenant office buildings – on-net | 1,009,702,653 | 1,011,171,523 | 1,015,544,543 | 1,015,861,483 | 1,015,459,520 | |||||
| Total Technical Buildings Owned (12) | 482 | 482 | 482 | 482 | 482 | |||||
| Square feet – Technical Buildings Owned (12) | 1,603,569 | 1,603,569 | 1,603,569 | 1,603,569 | 1,603,569 | |||||
| Network – end of period | ||||||||||
| Intercity route miles – Leased | 76,211 | 75,965 | 77,561 | 79,621 | 79,867 | |||||
| Metro route miles – Leased | 25,977 | 27,373 | 28,510 | 29,802 | 30,788 | |||||
| Metro fiber miles – Leased | 79,138 | 80,042 | 84,476 | 87,678 | 90,696 | |||||
| Intercity route miles – Owned | 21,883 | 21,883 | 21,883 | 21,883 | 21,883 | |||||
| Metro route miles – Owned | 1,704 | 1,704 | 1,704 | 1,704 | 1,704 | |||||
| Connected networks – AS’s | 8,098 | 8,135 | 8,212 | 8,250 | 8,240 | |||||
| Headcount – end of period (13) |
Page **10** of **20**
| Sales force – quota bearing (13) | 677 | 656 | 655 | 650 | 629 |
|---|---|---|---|---|---|
| Sales force – total (13) | 871 | 851 | 847 | 843 | 820 |
| Total employees (13) | 1,955 | 1,901 | 1,908 | 1,916 | 1,899 |
| Sales rep productivity – units per full time equivalent sales rep (“FTE”) per month | 4.0 | 3.8 | 4.0 | 3.5 | 3.8 |
| FTE – sales reps | 627 | 632 | 620 | 622 | 605 |
(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 $385, $350, $469, $477 and $490 in the three-month periods ended March 31, 2024 through March 31, 2025 respectively. Network operations expense includes excise taxes, including Universal Service Fund fees, of $20,549, $19,182, $19,752, $20,960 and $20,200 in the three-month periods ended March 31, 2024 through March 31, 2025, 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<br>customer connections as corporate revenue and corporate customer connections, respectively, |
|---|---|
| · | $6.5 million of monthly recurring revenue and 5,711 customer connections<br>as net-centric revenue and net-centric customer connections, respectively, and |
| · | $20.1 million of monthly recurring revenue and 23,209 customer connections<br>as enterprise revenue and enterprise customer connections, respectively. |
| · | Conversely, Cogent reclassified $0.3 million of monthly recurring revenue<br>and 387 customer connections of legacy Cogent monthly recurring revenue to enterprise revenue and enterprise customer connections, respectively. |
(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 $6,565, $3,215, $7,406, $6,871 and $7,523 in the three-month periods ended March 31, 2024 through March 31, 2025, respectively and excludes $9,037 and $12,370 of Sprint acquisition costs for the three-month periods ended March 31, 2024 and June 30, 2024, respectively. There were no Sprint acquisition costs for the three months ended September 30, 2024, December 31, 2024 or March 31, 2025.
(9) As of March 31, 2025, Cogent was party to an interest rate swap agreement (the “Swap Agreement”) that has the economic effect of modifying the fixed interest rate obligation associated with its Senior Secured 2026 Notes to a variable interest rate obligation based on the Secured Overnight Financing Rate (“SOFR”) so that the interest payable on the 2026 Notes effectively became variable based on overnight SOFR. Interest expense includes payments of $12,122 and $12,081 for the three-month periods ended June 30, 2024 and December 31, 2024, respectively, related to the Swap Agreement. Under GAAP, changes in the valuation of the Swap Agreement are classified with interest expense in the condensed consolidated statements of comprehensive (loss) income.
(10) The gain on bargain purchase from the Sprint acquisition was $1.4 billion as shown below.
| (In thousands)<br> <br>Gain on bargain purchase | ||
|---|---|---|
| Fair value of net assets acquired | $ | 826,067 |
| Total net consideration to be received from Seller, net of discounts | 602,581 | |
| Gain on bargain purchase | $ | 1,428,648 |
Page **11** of **20**
(11) Includes cash payments under the IP Transit Services Agreement, as discussed above, of
| · | $87.5 million for the three months ended March 31, 2024, |
|---|---|
| · | $87.5 million for the three months ended June 30, 2024, |
| --- | --- |
| · | $66.7 million for the three months ended September 30, 2024, |
| --- | --- |
| · | $25.0 million for the three months ended December 31, 2024, and |
| --- | --- |
| · | $25.0 million for the three months ended March 31, 2025. |
| --- | --- |
(12) In connection with the acquisition of the Wireline Business, Cogent acquired 482 technical buildings. We converted 52 of those buildings to Cogent Data Centers and 79 into Cogent Edge Data Centers.
(13) In connection with the acquisition of the Wireline Business, Cogent hired 942 total employees, including 75 quota bearing sales employees and 114 sales employees.
| · | As of March 31, 2024, there were 718 employees remaining from the original<br>Wireline Business employees. |
|---|---|
| · | As of June 30, 2024, there were 655 employees remaining from the original<br>Wireline Business employees. |
| --- | --- |
| · | As of September 30, 2024, there were 635 employees remaining from the<br>original Wireline Business employees. |
| --- | --- |
| · | As of December 31, 2024, there were 624 employees remaining from the<br>original Wireline Business employees. |
| --- | --- |
| · | As of March 31, 2025, there were 618 employees remaining from the original<br>Wireline Business employees. |
| --- | --- |
(14) In connection with the acquisition of the Wireline Business the Company incurred the following Sprint acquisition costs:
| · | $9.0 million in the three months ended March 31,<br>2024, and |
|---|---|
| · | $12.4 million in the three months ended June 30,<br>2024. |
| --- | --- |
Included in Sprint acquisition costs were the following reimbursable severance costs:
| · | $4.3 million of reimbursable severance costs<br>in the three months ended March 31, 2024, and |
|---|---|
| · | $8.0 million of reimbursable severance costs<br>in the three months ended June 30, 2024. |
| --- | --- |
(15) Net-centric revenue under the CSA (predominantly on-net revenue) was
| · | $3.2 million for the three months ended March 31,<br>2024, |
|---|---|
| · | $5.9 million for the three months ended June 30,<br>2024, |
| --- | --- |
| · | $4.1 million for the three months ended September 30,<br>2024, |
| --- | --- |
| · | $1.5 million for the three months ended December 31,<br>2024, and |
| --- | --- |
| · | $0.7 million for the three months ended March 31,<br>2025. |
| --- | --- |
Net-centric customer connections under the CSA were:
| · | 2,658 as of March 31, 2024, |
|---|---|
| · | 2,117 as of June 30, 2024, |
| --- | --- |
| · | 2,053 as of September 30, 2024, |
| --- | --- |
| · | 1,776 as of December 31, 2024, and |
| --- | --- |
| · | 1,478 as of March 31, 2025. |
| --- | --- |
(16) The first quarter 2024 dividend totaling $45.8 million was declared on February 28, 2024, and paid on April 9, 2024.
(17) Included in on-net revenue and enterprise revenue from May 2023 to July 2024 was $1.7 million of monthly revenue from an uneconomic resale customer acquired in connection with the Wireline Business. The service was cancelled on July 31, 2024.
(18) On July 1, 2024, Cogent changed its estimated useful life of its owned fiber from an average of 14 years to an average of 40 years.
(19) Amounts previously reported and adjusted in our Q4 2024 earnings release were $10,201, $11,469 and $12,822 for the three-month periods March 31, 2024, June 30, 2024 and September 30, 2024, respectively.
Schedules of Non-GAAP Measures
EBITDA, EBITDA, as adjusted for Sprint acquisition costs andcash payments made to the Company under the IP Transit Services Agreement, EBITDA margin and EBITDA, as adjusted for Sprint acquisitioncosts 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.
Page **12** of **20**
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 andcash payments made to the Company under the IP Transit Services Agreement, are reconciled to net cash provided by operating activitiesin the table below.
| ($ in 000’s) – unaudited | Q1<br><br>2024 | Q2<br><br>2024 | Q3<br><br>2024 | Q4<br><br>2024 | Q1<br><br>2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net cash provided by (used in) operating activities | $ | 19,219 | $ | (22,171 | ) | $ | (20,226 | ) | $ | 14,532 | $ | 36,351 | |||
| Changes in operating assets and liabilities | $ | (34,640 | ) | $ | 11,077 | $ | 22,868 | $ | 27,892 | $ | (26,614 | ) | |||
| Cash interest expense and income tax expense | 33,873 | 38,220 | 33,219 | (571 | ) | 34,022 | |||||||||
| EBITDA | $ | 18,452 | $ | 27,126 | $ | 35,861 | $ | 41,853 | $ | 43,759 | |||||
| PLUS: Sprint acquisition costs | $ | 9,037 | $ | 12,370 | $ | - | $ | - | $ | - | |||||
| PLUS: Cash payments made to the Company under IP Transit Services Agreement | 87,500 | 66,667 | 25,000 | 25,000 | 25,000 | ||||||||||
| EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under IP Transit Services Agreement | $ | 114,989 | $ | 106,163 | $ | 60,861 | $ | 66,853 | $ | 68,759 | |||||
| EBITDA margin | 6.9 | % | 10.4 | % | 13.9 | % | 16.6 | % | 17.7 | % | |||||
| EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under IP Transit Services Agreement, margin | 43.2 | % | 40.8 | % | 23.7 | % | 26.5 | % | 27.8 | % |
Constant currency revenue is reconciled to service revenue as reported in the tables below.
Constant currency impact on revenue changes – sequentialperiods
| ($ in 000’s) – unaudited | Q1<br> <br>2024 | Q2<br> <br>2024 | Q3<br> <br>2024 | Q4<br> <br>2024 | Q1<br> <br>2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Service revenue, as reported – current period | $ | 266,168 | $ | 260,443 | $ | 257,202 | $ | 252,291 | $ | 247,048 | |||||
| Impact of foreign currencies on service revenue | (304 | ) | 323 | (620 | ) | 1,022 | 542 | ||||||||
| Service revenue - as adjusted for currency impact (1) | $ | 265,864 | $ | 260,766 | $ | 256,582 | $ | 253,313 | $ | 247,590 | |||||
| Service revenue, as reported – prior sequential period | $ | 272,099 | $ | 266,168 | $ | 260,443 | $ | 257,202 | $ | 252,291 | |||||
| Constant currency revenue increase (decrease) | $ | (6,235 | ) | $ | (5,402 | ) | $ | (3,861 | ) | $ | (3,889 | ) | $ | (4,701 | ) |
| Constant currency revenue percent increase (decrease) | -2.3 | % | -2.0 | % | -1.5 | % | -1.5 | % | -1.9 | % | |||||
| (1) | Service revenue, as adjusted for currency impact, is determined by translating the service revenue for the current period at the average<br>foreign currency exchange rates for the prior sequential period. The Company believes that disclosing quarterly sequential revenue growth<br>without the impact of foreign currencies on service revenue is a useful measure of sequential revenue growth. Service revenue, as adjusted<br>for currency impact, is an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial<br>information. | ||||||||||||||
| --- | --- |
Page **13** of **20**
Constant currency impact on revenue changes – prior yearperiods
| ($ in 000’s) – unaudited | Q1<br> <br>2024 | Q2<br> <br>2024 | Q3<br> <br>2024 | Q4<br> <br>2024 | Q1<br> <br>2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Service revenue, as reported – current period | $ | 266,168 | $ | 260,443 | $ | 257,202 | $ | 252,291 | $ | 247,048 | |||||
| Impact of foreign currencies on service revenue | (362 | ) | 420 | (213 | ) | 405 | 1,258 | ||||||||
| Service revenue - as adjusted for currency impact (2) | $ | 265,806 | $ | 260,863 | $ | 256,989 | $ | 252,696 | $ | 248,306 | |||||
| Service revenue, as reported – prior year period | $ | 153,588 | $ | 239,806 | $ | 275,429 | $ | 272,099 | $ | 266,168 | |||||
| Constant currency revenue increase | $ | 112,218 | $ | 21,057 | $ | (18,440 | ) | $ | (19,403 | ) | $ | (17,862 | ) | ||
| Constant currency percent revenue increase | 73.1 | % | 8.8 | % | -6.7 | % | -7.1 | % | -6.7 | % | |||||
| (2) | Service revenue, as adjusted for currency impact, is determined by translating the service revenue for the current period at the average<br>foreign currency exchange rates for the comparable prior year period. The Company believes that disclosing year over year revenue growth<br>without the impact of foreign currencies on service revenue is a useful measure of revenue growth. Service revenue, as adjusted for currency<br>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 impactof 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<br> <br>2024 | Q2<br> <br>2024 | Q3<br> <br>2024 | Q4<br> <br>2024 | Q1<br> <br>2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Service revenue, as reported – current period | $ | 266,168 | $ | 260,443 | $ | 257,202 | $ | 252,291 | $ | 247,048 | |||||
| Impact of foreign currencies on service revenue | (304 | ) | 323 | (620 | ) | 1,022 | 542 | ||||||||
| Impact of excise taxes on service revenue | (121 | ) | 1,367 | (570 | ) | (1,208 | ) | 760 | |||||||
| Service revenue - as adjusted for currency and excise taxes impact (3) | $ | 265,743 | $ | 262,133 | $ | 256,012 | $ | 252,105 | $ | 248,350 | |||||
| Service revenue, as reported – prior sequential period | $ | 272,099 | $ | 266,168 | $ | 260,443 | $ | 257,202 | $ | 252,291 | |||||
| Constant currency and excise taxes revenue increase (decrease) | $ | (6,356 | ) | $ | (4,035 | ) | $ | (4,431 | ) | $ | (5,097 | ) | $ | (3,941 | ) |
| Constant currency and excise tax revenue percent increase (decrease) | -2.3 | % | -1.5 | % | -1.7 | % | -2.0 | % | -1.6 | % | |||||
| (3) | Service revenue, as adjusted for currency impact and the impact of excise taxes, is determined by translating the service revenue<br>for the current period at the average foreign currency exchange rates for the prior sequential period and adjusting for the changes in<br>excise taxes recorded as revenue between the periods presented. The Company believes that disclosing quarterly sequential revenue growth<br>without the impact of foreign currencies and excise taxes on service revenue is a useful measure of sequential revenue growth. Service<br>revenue, as adjusted for the impact of foreign currency and excise taxes, is an integral part of the internal reporting and planning system<br>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<br> <br>2024 | Q2<br> <br>2024 | Q3<br> <br>2024 | Q4<br> <br>2024 | Q1<br> <br>2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Service revenue, as reported – current period | $ | 266,168 | $ | 260,443 | $ | 257,202 | $ | 252,291 | $ | 247,048 | |||||
| Impact of foreign currencies on service revenue | (362 | ) | 420 | (213 | ) | 405 | 1,258 | ||||||||
| Impact of excise taxes on service revenue | (16,356 | ) | (8,142 | ) | (5,195 | ) | (532 | ) | 349 | ||||||
| Service revenue - as adjusted for currency and excise taxes impact (4) | $ | 249,450 | $ | 252,721 | $ | 251,794 | $ | 252,164 | $ | 248,655 | |||||
| Service revenue, as reported – prior year period | $ | 153,588 | $ | 239,806 | $ | 275,429 | $ | 272,099 | $ | 266,168 | |||||
| Constant currency and excise taxes revenue increase | $ | 95,862 | $ | 12,915 | $ | (23,635 | ) | $ | (19,935 | ) | $ | (17,513 | ) | ||
| Constant currency and excise tax percent revenue increase | 62.4 | % | 5.4 | % | -8.6 | % | -7.3 | % | -6.6 | % | |||||
| (4) | Service revenue, as adjusted for currency impact and the impact of excise taxes, is determined by translating the service revenue<br>for the current period at the average foreign currency exchange rates for the prior year period and adjusting for the changes in excise<br>taxes recorded as revenue between the periods presented. The Company believes that disclosing quarterly sequential revenue growth without<br>the impact of foreign currencies and excise taxes on service revenue is a useful measure of sequential revenue growth. Service revenue,<br>as adjusted for the impact of foreign currency and excise taxes, is an integral part of the internal reporting and planning system used<br>by management as a supplement to GAAP financial information. | ||||||||||||||
| --- | --- |
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Non-GAAP gross profit and non-GAAP gross margin
Non-GAAP gross profit and non-GAAP gross margin are reconciled toGAAP gross profit and GAAP gross margin in the table below.
| ****<br><br>($ in 000’s) – unaudited | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Service revenue total | $ | 266,168 | $ | 260,443 | $ | 257,202 | $ | 252,291 | $ | 247,048 | |||||
| Minus - Network operations expense including equity-based compensation and depreciation and amortization expense | 239,824 | 230,203 | 247,367 | 222,455 | 213,477 | ||||||||||
| GAAP Gross Profit (5) | $ | 26,344 | $ | 30,240 | $ | 9,835 | $ | 29,836 | $ | 33,571 | |||||
| Plus - Equity-based compensation – network operations expense | 385 | 350 | 469 | 477 | 490 | ||||||||||
| Plus – Depreciation and amortization expense | $ | 70,891 | $ | 74,036 | $ | 85,815 | $ | 67,272 | $ | 76,038 | |||||
| Non-GAAP Gross Profit (6) | $ | 97,620 | $ | 104,626 | $ | 96,119 | $ | 97,585 | $ | 110,099 | |||||
| GAAP Gross Margin (5) | 9.9 | % | 11.6 | % | 3.8 | % | 11.8 | % | 13.6 | % | |||||
| Non-GAAP Gross Margin (6) | 36.7 | % | 40.2 | % | 37.4 | % | 38.7 | % | 44.6 | % |
(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 <br><br>31, 2024 | As of <br> June 30,<br><br> 2024 | As of <br> September <br><br>30, 2024 | As of <br> December <br><br>31, 2024 | As of <br> March 31, <br><br>2025 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents & restricted cash | $ | 163,274 | $ | 426,241 | $ | 316,092 | $ | 227,916 | $ | 183,970 |
| Debt | ||||||||||
| Capital (finance) leases – current portion | 64,043 | 21,253 | 21,939 | 21,225 | 24,685 | |||||
| Capital (finance) leases – long term | 453,473 | 405,176 | 460,632 | 517,161 | 543,852 | |||||
| Senior Secured 2026 Notes | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |||||
| Secured IPv4 Notes | 206,000 | 206,000 | 206,000 | 206,000 | ||||||
| Senior Unsecured 2027 Notes | 450,000 | 750,000 | 750,000 | 750,000 | 750,000 | |||||
| Total debt | 1,467,516 | 1,882,429 | 1,938,571 | 1,994,386 | 2,024,537 | |||||
| Total net debt | 1,304,242 | 1,456,188 | 1,622,479 | 1,766,470 | 1,840,567 | |||||
| Trailing 12 months EBITDA, as adjusted for Sprint acquisition costs and cash payments from the IP Transit Services Agreement | 411,001 | 463,102 | 392,525 | 348,392 | 302,636 | |||||
| Gross leverage ratio | 3.57 | 4.06 | 4.94 | 5.72 | 6.69 | |||||
| Net leverage ratio | 3.17 | 3.14 | 4.13 | 5.07 | 6.08 |
Page **15** of **20**
Ratios under the Company’s indentures
Leverage ratio is defined as total debt divided by the trailing 12 months consolidated cash flow, as defined in the Company’s Indentures. Net leverage ratio is defined as total net debt (total debt minus cash and cash equivalents) divided by the last 12 months consolidated cash flow, as defined in the Company’s Indentures. Interest coverage ratio is defined as the last 12 months consolidated cash flow divided by interest expense, as defined in the Company’s Indentures. Cogent’s gross leverage ratios, net leverage ratios and interest coverage ratios under the Company’s Indentures ratios are shown below.
| ($ in 000’s) – unaudited | As of March 31,<br><br> 2024 | As of <br> June 30,<br><br> 2024 | As of <br> September 30,<br><br> 2024 | As of <br> December 31,<br><br> 2024 | As of <br> March 31,<br><br> 2025 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents & restricted cash | 139,342 | 372,123 | 266,822 | 205,464 | $ | 165,676 | ||||
| Debt | ||||||||||
| Capital (finance) leases – current portion | 21,657 | 21,253 | 21,939 | 21,225 | 24,685 | |||||
| Capital (finance) leases – long term | 371,116 | 405,176 | 460,632 | 517,161 | 543,852 | |||||
| Letters of credit | 123 | 123 | 126 | 121 | 124 | |||||
| Senior Secured 2026 Notes | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |||||
| Senior Unsecured 2027 Notes | 450,000 | 750,000 | 750,000 | 750,000 | 750,000 | |||||
| Total debt | 1,342,896 | 1,676,552 | 1,732,697 | 1,788,507 | 1,818,661 | |||||
| Total net debt | 1,203,554 | 1,304,429 | 1,465,875 | 1,583,043 | 1,652,988 | |||||
| Total secured debt | 892,896 | 926,552 | 982,697 | 1,038,507 | 1,068,661 | |||||
| Trailing 12 months cash flow | 382,850 | 372,621 | 338,892 | 307,655 | 310,345 | |||||
| Gross leverage ratio | 3.51 | 4.50 | 5.11 | 5.81 | 5.86 | |||||
| Net leverage ratio | 3.14 | 3.50 | 4.33 | 5.15 | 5.33 | |||||
| Secured leverage ratio | 2.33 | 2.49 | 2.90 | 3.38 | 2.58 | |||||
| Trailing 12 months interest expense | 94,614 | 91,723 | 88,057 | 106,877 | 110,704 | |||||
| Interest coverage ratio | 4.05 | 4.06 | 3.85 | 2.88 | 2.80 |
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.
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COGENT COMMUNICATIONS HOLDINGS, INC. ANDSUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2025 AND DECEMBER 31,2024
(IN THOUSANDS, EXCEPT SHARE DATA)
| December 31, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 153,805 | $ | 198,486 | ||
| Restricted cash | 30,165 | 29,430 | |||
| Accounts receivable, net of allowance for credit losses of 9,193 and 9,762, respectively | 87,955 | 96,934 | |||
| Due from T-Mobile, IP Transit Services Agreement, current portion, net of discount of 15,332 and 16,915, respectively | 84,668 | 83,085 | |||
| Due from T-Mobile, Transition Services Agreement | — | 62 | |||
| Prepaid expenses and other current assets | 66,088 | 74,104 | |||
| Total current assets | 422,681 | 482,101 | |||
| Property and equipment: | |||||
| Property and equipment | 3,428,294 | 3,319,731 | |||
| Accumulated depreciation and amortization | (1,736,435 | ) | (1,655,564 | ) | |
| Total property and equipment, net | 1,691,859 | 1,664,167 | |||
| Right-of-use leased assets | 324,533 | 324,315 | |||
| IPv4 intangible assets | 458,000 | 458,000 | |||
| Other intangible assets, net | 12,591 | 13,029 | |||
| Deposits and other assets | 30,636 | 29,596 | |||
| Due from T-Mobile, IP Transit Services Agreement, net of discount of 9,029 and 12,312, respectively | 157,637 | 179,534 | |||
| Due from T-Mobile, Purchase Agreement, net of discount of 5,330 and 5,755, respectively | 22,785 | 22,360 | |||
| Total assets | 3,120,722 | $ | 3,173,102 | ||
| Liabilities and stockholders’ equity | |||||
| Current liabilities: | |||||
| Accounts payable | 55,850 | $ | 39,805 | ||
| Accrued and other current liabilities | 146,698 | 134,609 | |||
| Due to T-Mobile – Transition Services Agreement | 218 | 525 | |||
| Current maturities, operating lease liabilities | 55,973 | 57,172 | |||
| Finance lease obligations, current maturities | 24,685 | 21,225 | |||
| Total current liabilities | 283,424 | 253,336 | |||
| Senior secured 2026 notes, net of unamortized debt costs of 306 and 375, respectively, and discounts of 408 and 499, respectively | 499,286 | 499,126 | |||
| Senior unsecured 2027 notes, net of unamortized debt costs of 1,824 and 2,013, respectively, and discounts of 6,395 and 7,053, respectively | 741,781 | 740,934 | |||
| Secured IPv4 notes, net of debt costs of 6,381 and 6,702, respectively | 199,619 | 199,298 | |||
| Operating lease liabilities, net of current maturities | 295,864 | 302,004 | |||
| Finance lease obligations, net of current maturities | 543,852 | 517,161 | |||
| Deferred income tax liabilities | 379,712 | 398,266 | |||
| Other long-term liabilities | 34,340 | 40,129 | |||
| Total liabilities | 2,977,878 | 2,950,254 | |||
| Commitments and contingencies: | |||||
| Stockholders’ equity: | |||||
| Common stock, 0.001 par value; 75,000,000 shares authorized; 49,337,310 and 49,034,925 shares issued and outstanding, respectively | 49 | 49 | |||
| Additional paid-in capital | 639,248 | 629,829 | |||
| Accumulated other comprehensive loss | (18,933 | ) | (30,685 | ) | |
| Accumulated deficit | (477,520 | ) | (376,345 | ) | |
| Total stockholders’ equity | 142,844 | 222,848 | |||
| Total liabilities and stockholders’ equity | 3,120,722 | $ | 3,173,102 |
All values are in US Dollars.
Page **17** of **20**
COGENT COMMUNICATIONS HOLDINGS, INC. ANDSUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVELOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2025AND MARCH 31, 2024
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
| Three Months Ended | |||||
|---|---|---|---|---|---|
| March 31, 2024 | |||||
| (Unaudited) | (Unaudited) | ||||
| Service revenue | 247,048 | $ | 266,168 | ||
| Operating expenses: | |||||
| Network operations (including 490 and 385 of equity-based compensation expense, respectively, exclusive of depreciation and amortization shown separately below) | 137,439 | 168,933 | |||
| Selling, general, and administrative (including 7,523 and 6,565 of equity-based compensation expense, respectively) | 73,863 | 76,696 | |||
| Acquisition costs – Sprint Business | — | 9,037 | |||
| Depreciation and amortization | 76,038 | 70,891 | |||
| Total operating expenses | 287,340 | 325,557 | |||
| Operating loss | (40,292 | ) | (59,389 | ) | |
| Interest expense, including change in valuation interest rate swap agreement | (34,216 | ) | (29,162 | ) | |
| Reduction to gain on bargain purchase – Sprint Business | — | (5,470 | ) | ||
| Interest income – IP Transit Services Agreement | 4,686 | 7,330 | |||
| Interest income (loss) – Purchase Agreement | 425 | (480 | ) | ||
| Interest income (loss) and other, net | (865 | ) | 2,737 | ||
| Loss before income taxes | (70,262 | ) | (84,434 | ) | |
| Income tax benefit | 18,220 | 19,127 | |||
| Net loss | (52,042 | ) | $ | (65,307 | ) |
| Comprehensive loss: | |||||
| Net loss | (52,042 | ) | $ | (65,307 | ) |
| Foreign currency translation adjustment | 11,752 | (5,034 | ) | ||
| Comprehensive loss | (40,290 | ) | $ | (70,341 | ) |
| Net loss per common share: | |||||
| Basic net loss per common share | (1.09 | ) | $ | (1.38 | ) |
| Diluted net loss per common share | (1.09 | ) | $ | (1.38 | ) |
| Dividends declared per common share | 1.005 | $ | 0.965 | ||
| Weighted-average common shares - basic | 47,676,735 | 47,416,268 | |||
| Weighted-average common shares - diluted | 47,676,735 | 47,416,268 |
All values are in US Dollars.
Page **18** of **20**
COGENT COMMUNICATIONS HOLDINGS, INC. ANDSUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2025AND MARCH 31, 2024
(IN THOUSANDS)
| Three Months Ended | Three Months Ended | |||||
|---|---|---|---|---|---|---|
| March 31, 2025 | March 31, 2024 | |||||
| (Unaudited) | (Unaudited) | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (52,042 | ) | $ | (65,307 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 76,038 | 70,891 | ||||
| Amortization of debt costs and discounts | 1,192 | 342 | ||||
| Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements | (5,111 | ) | (6,850 | ) | ||
| Equity-based compensation expense (net of amounts capitalized) | 8,013 | 6,950 | ||||
| Reduction to gain on bargain purchase – Sprint Business | — | 5,470 | ||||
| Deferred income taxes | (18,554 | ) | (33,069 | ) | ||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 8,979 | 28,306 | ||||
| Prepaid expenses and other current assets | 2,261 | 890 | ||||
| Due to T-Mobile – Transition Services Agreement | (307 | ) | (61,092 | ) | ||
| Due from T-Mobile – Transition Services Agreement | 62 | (3,052 | ) | |||
| Accounts payable, accrued liabilities and other long-term liabilities | 18,148 | 79,098 | ||||
| Deposits and other assets | (2,328 | ) | (3,358 | ) | ||
| Net cash provided by operating activities | 36,351 | 19,219 | ||||
| Cash flows from investing activities: | ||||||
| Cash receipts - IP Transit Services Agreement – T-Mobile | 25,000 | 87,500 | ||||
| Acquisition of Sprint Business – severance reimbursement | — | 4,334 | ||||
| Purchases of property and equipment | (58,088 | ) | (40,883 | ) | ||
| Net cash (used in) provided by investing activities | (33,088 | ) | 50,951 | |||
| Cash flows from financing activities: | ||||||
| Dividends paid | (49,133 | ) | (478 | ) | ||
| Proceeds from exercises of stock options | 121 | 164 | ||||
| Principal payments of finance lease obligations | (8,003 | ) | (23,235 | ) | ||
| Net cash used in financing activities | (57,015 | ) | (23,549 | ) | ||
| Effect of exchange rates changes on cash | 9,806 | 2,872 | ||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | (43,946 | ) | 49,493 | |||
| Cash, cash equivalents and restricted cash, beginning of period | 227,916 | 113,781 | ||||
| Cash, cash equivalents and restricted cash, end of period | $ | 183,970 | $ | 163,274 |
Page **19** of **20**
Except for historical information anddiscussion contained herein, statements contained in this release constitute forward-looking statements within the meaning of thePrivate Securities Litigation Reform Act of 1995. Such statements include, but are not limited to statements identified by wordssuch as “believes,” “expects,” “anticipates,” “estimates,” “intends,”“plans,” “targets,” “projects” and similar expressions. The statements in this release are basedupon 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 suchdifferences, including the impact of our acquisition of the Wireline Business, including our difficulties integrating our businesswith the acquired Wireline Business, which may result in the combined company not operating as effectively or efficiently asexpected; transition services required to support the acquired Wireline Business and the related costs continuing for a longerperiod than expected; transition related costs associated with the acquisition; the COVID-19 pandemic and the related governmentpolicies; future economic instability in the global economy, including the risk of economic recession, recent bank failures andliquidity concerns at certain other banks or a contraction of the capital markets, which could affect spending on Internet servicesand our ability to engage in financing activities; the impact of changing foreign exchange rates (in particular the Euro to USD andCanadian 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 ServiceFund on the basis of our Internet revenue; changes in government policy and/or regulation, including net neutrality rules bythe United States Federal Communications Commission and in the area of data protection; cyber-attacks or security breaches of ournetwork; increasing competition leading to lower prices for our services; our ability to attract new customers and to increase andmaintain the volume of traffic on our network; the ability to maintain our Internet peering arrangements and right-of-way agreementson favorable terms; our reliance on a few equipment vendors, and the potential for hardware or software problems associated withsuch equipment; the dependence of our network on the quality and dependability of third-party fiber and right-of-way providers; ourability to retain certain customers that comprise a significant portion of our revenue base; the management of network failuresand/or disruptions; our ability to make payments on our indebtedness as they become due and outcomes in litigation, risks associatedwith variable interest rates under our interest rate swap agreement, and outcomes in litigation as well as other risks discussedfrom time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report onForm 10-K for the year December 31, 2024 and our Form 10-Q for the quarterly periods ended June 30, 2024 andSeptember 30, 2024 and March 31, 2025. Cogent undertakes no duty to update any forward-looking statement or any informationcontained in this press release or in other public disclosures at any time.
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