8-K/A
Cogent Communications Holdings, Inc. (CCOI)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 25, 2021
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 <br><br>$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. ¨
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by Cogent Communications Holdings, Inc. (the “Company”) to amend its Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on February 25, 2021 (the “Original Report”), solely to correct an inadvertent error in the press release furnished as Exhibit 99.1 with the Original Report (the “Earnings Release”). Specifically, in the Consolidated Statements of Cash Flows for the three months ended December 31, 2020 and 2019, under Cash flows from financing activities, the correct Dividends paid for the three months ended December 31, 2019 were $29,776,000; however, the Earnings Release incorrectly stated that the Dividends paid were $34,460,000. A corrected version of the Earnings Release is furnished herewith as Exhibit 99.1 and is being posted on the Company’s website. This Amendment does not otherwise amend, update or change any other disclosure contained in the Original Report or the Earnings Release.
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On February 25, 2021, Cogent Communications Holdings, Inc. issued a press release summarizing its financial results for the fourth quarter 2020 and the full year 2020. The Company will hold a conference call regarding its financial results at 8:30 a.m. ET on February 25, 2021, 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.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits:
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release of Cogent Communications Holdings, Inc. dated February 25, 2021. (filed herewith). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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. | |||
|---|---|---|---|
| March 16, 2021 | By: | /s/ David Schaeffer | |
| Name: | David Schaeffer | ||
| Title: | President and Chief Executive Officer |
Exhibit 99.1
| FOR IMMEDIATE RELEASE | |
|---|---|
| Cogent<br> Contacts: | |
| --- | --- |
| For<br> Public Relations: | For Investor Relations: |
| Jocelyn Johnson | Sean Wallace |
| + 1 (202) 295-4299 | + 1 (202) 295-4202 |
| jajohnson@cogentco.com | investor.relations@cogentco.com |
CogentCommunications Reports Fourth Quarter and Full Year 2020 Results and Increases its Regular Quarterly Dividend on its Common Stockby $0.025
Financial and Business Highlights
| · | Cogent approved an increase of $0.025 per share to its regular quarterly<br>dividend for a total of $0.755 per share for Q1 2021 as compared to $0.730 per share for Q4 2020 – Cogent’s thirty-fourth<br>consecutive quarterly dividend increase. |
|---|---|
| o | The Q1 2021 $0.755 dividend per share represents an annual increase of 14.4% from the dividend per share of $0.660 for Q1 2020. |
| --- | --- |
| · | Dividends for 2020 totaled $129.4 million, or $2.780 per share, with<br>63.1% treated as a return of capital and 36.9% treated as dividends for US federal income tax purposes. |
| --- | --- |
| · | Service revenue increased by 1.1% from Q3 2020 to Q4 2020, increased<br>from Q4 2019 to Q4 2020 by 2.6% and increased from full year 2019 to full year 2020 by 4.0%. |
| --- | --- |
| · | GAAP gross profit increased by 3.6% from Q4 2019 to $66.6 million<br>for Q4 2020 and increased from full year 2019 to full year 2020 by 2.3% to $251.9 million. Non-GAAP gross profit increased by 5.6%<br>from Q4 2019 to $89.4 million for Q4 2020 and increased from full year 2019 to full year 2020 by 7.0% to $350.2 million. |
| --- | --- |
| o | GAAP gross margin increased by 50 basis points from Q4 2019 to Q4 2020 to 46.3% and increased from full year 2019 to full year<br>2020 by 160 basis points to 46.7%. Non-GAAP gross margin increased by 180 basis points from Q4 2019 to Q4 2020 to 62.1% and increased<br>from full year 2019 to full year 2020 by 170 basis points to 61.6%. |
| --- | --- |
| · | Net cash provided by operating activities was $37.6 million for Q4<br>2020, $33.0 million for Q3 2020 and $46.1 million for Q4 2019. Net cash provided by operating activities was $148.8 million for<br>full year 2019 and $140.3 million for full year 2020. |
| --- | --- |
| · | Sales rep productivity – units per full time equivalent sales<br>rep per month - increased from 3.7 for Q3 2020 to 4.2 for Q4 2020. |
| --- | --- |
| · | EBITDA margin increased by 30 basis points from Q3 2020 to 38.7% for<br>Q4 2020, increased by 110 basis points from Q4 2019 to Q4 2020 and increased from full year 2019 to full year 2020 by 150 basis<br>points to 37.7%. |
| --- | --- |
| · | EBITDA increased by 2.0% from Q3 2020 to $55.7 million for Q4 2020,<br>increased by 5.6% from Q4 2019 to Q4 2020 and increased from full year 2019 to full year 2020 by 8.1% to $214.0 million. |
| --- | --- |
[WASHINGTON, D.C. February 25, 2021] Cogent Communications Holdings, Inc. (NASDAQ: CCOI) (“Cogent”) today announced service revenue of $143.9 million for the three months ended December 31, 2020, an increase of 1.1% from the three months ended September 30, 2020 and an increase of 2.6% from the three months ended December 31, 2019. Service revenue was $568.1 million for the year ended December 31, 2020, an increase of 4.0% from the year ended December 31, 2019. Foreign exchange positively impacted service revenue growth from the three months ended September 30, 2020 to the three months ended December 31, 2020 by $0.6 million, positively impacted service revenue growth from the three months ended December 31, 2019 to the three months ended December 31, 2020 by $1.9 million and positively impacted service revenue growth from the year ended December 31, 2019 to the year ended December 31, 2020 by $1.5 million. On a constant currency basis, service revenue increased by 0.7% from the three months ended September 30, 2020 to the three months ended December 31, 2020, grew by 1.2% from the three months ended December 31, 2019 to the three months ended December 31, 2020 and grew by 3.7% from the year ended December 31, 2019 to the year ended December 31, 2020.
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 $107.1 million for the three months ended December 31, 2020; an increase of 1.9% from the three months ended September 30, 2020 and an increase of 4.3% over the three months ended December 31, 2019. On-net revenue was $419.5 million for the year ended December 31, 2020; an increase of 5.7% over the year ended December 31, 2019.
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 $36.7 million for the three months ended December 31, 2020; a decrease of 1.1% from the three months ended September 30, 2020 and a decrease of 2.2% from the three months ended December 31, 2019. Off-net revenue was $148.1 million for the year ended December 31, 2020; a decrease of 0.5% from the year ended December 31, 2019.
Non-core services are legacy services, which Cogent acquired and continues to support but does not actively sell.
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 3.6% from the three months ended December 31, 2019 to $66.6 million for the three months ended December 31, 2020 and increased by 0.7% from the three months ended September 30, 2020. GAAP gross profit increased by 7.9% from the year ended December 31, 2019 to $265.5 million for the year ended December 31, 2020. GAAP gross margin was 46.3% for the three months ended December 31, 2020, 45.8% for the three months ended December 31, 2019 and 46.5% for the three months ended September 30, 2020. GAAP gross margin was 46.7% for the year ended December 31, 2020 and 45.1% for the year ended December 31, 2019.
Excise taxes, including Universal Service Fund fees, recorded on a gross basis and included in service revenue and cost of network operations expense were $4.1 million for the three months ended December 31, 2020, $4.3 million for the three months ended December 31, 2019, $3.9 million for the three months ended September 30, 2020, $15.1 million for the year ended December 31, 2020 and $14.9 million for the year ended December 31, 2019.
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 5.6% from the three months ended December 31, 2019 to $89.4 million for the three months ended December 31, 2020 and increased by 1.4% from the three months ended September 30, 2020. Non-GAAP gross profit increased by 7.0% from the year ended December 31, 2019 to $350.2 million for the year ended December 31, 2020. Non-GAAP gross profit margin was 62.1% for the three months ended December 31, 2020, 60.3% for the three months ended December 31, 2019 and 61.9% for the three months ended September 30, 2020. Non-GAAP gross margin was 61.6% for the year ended December 31, 2020 and 59.9% for the year ended December 31, 2019.
Net cash provided by operating activities decreased by 18.5% from the three months ended December 31, 2019 to $37.6 million for the three months ended December 31, 2020 and increased by 13.9% from the three months ended September 30, 2020. Net cash provided by operating activities decreased by 5.7% from the year ended December 31, 2019 to $140.3 million for the year ended December 31, 2020.
Earnings before interest, taxes, depreciation and amortization (EBITDA) increased by 5.6% from the three months ended December 31, 2019 to $55.7 million for the three months ended December 31, 2020 and increased by 2.0% from the three months ended September 30, 2020. EBITDA increased by 8.1% from the year ended December 31, 2019 to $214.0 million for the year ended December 31, 2020. EBITDA margin was 38.7% for the three months ended December 31, 2020, 37.6% for the three months ended December 31, 2019 and 38.4% for the three months ended September 30, 2020. EBITDA margin was 37.7% for the year ended December 31, 2020 and 36.2% for the year ended December 31, 2019.
Basic and diluted net (loss) income per share was $(0.14) for the three months ended December 31, 2020, $0.16 for the three months ended December 31, 2019 and $(0.11) for the three months ended September 30, 2020. Basic net income per share was $0.14 for the year ended December 31, 2020 and $0.82 for the year ended December 31, 2019. Diluted net income per share was $0.13 for the year ended December 31, 2020 and $0.81 for the year ended December 31, 2019.
Unrealized foreign exchange (losses) gains on Cogent’s 2024 Senior Euro Unsecured Notes were $(19.2) million for the three months ended December 31, 2020, $(4.1) million for the three months ended December 31, 2019, $(17.3) million for the three months ended September 30, 2020, $(37.0) million for the year ended December 31, 2020 and $2.3 million for the year ended December 31, 2019.
Total customer connections increased by 3.5% from December 31, 2019 to 89,600 as of December 31, 2020 and increased by 1.2% from September 30, 2020. On-net customer connections increased by 3.7% from December 31, 2019 to 77,305 as of December 31, 2020 and increased by 1.3% from September 30, 2020. Off-net customer connections increased by 2.7% from December 31, 2019 to 11,970 as of December 31, 2020 and increased by 1.0% from September 30, 2020.
The number of on-net buildings increased by 113 from December 31, 2019 to 2,914 as of December 31, 2020 and increased by 30 from September 30, 2020.
Quarterly Dividend Increase Approved
On February 24, 2021, Cogent’s Board approved a regular quarterly dividend of $0.755 per common share payable on March 26, 2021 to shareholders of record on March 12, 2021. This first quarter 2021 regular dividend represents a 3.4% increase of $0.025 per share from the fourth quarter 2020 regular dividend of $0.730 per share and an annual increase of 14.4% from the Q1 2020 dividend of $0.660 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 indenture agreements and other factors deemed relevant by the Board.
Tax Treatment of 2020 Dividends
Cogent paid four quarterly dividends in 2020 totaling $129.4 million, or $2.78 per share. The expected tax treatment of these dividends are generally that 63.1% are treated as a return of capital and 36.9% are generally treated as dividends for United States federal income tax purposes. While the above information includes general statements about the tax classification of dividends paid on Cogent common stock, these statements do not constitute tax advice. The taxation of corporate distributions can be complex, and stockholders are encouraged to consult their tax advisers to determine what impact the above information may have on their specific tax situation.
Impact of COVID-19
Cogent continues to be impacted by the COVID-19 pandemic and the accompanying responses by governments around the world. Cogent’s workforce continues to work remotely with dedication.
The ongoing impact of the COVID-19 pandemic and related government restrictions on Cogent’s business is unknown as a significant amount of uncertainty and volatility remains. Cogent does not know the ultimate scope and duration of the pandemic, the availability and efficacy of vaccines and therapeutic treatments, government actions that have been taken, or may be taken in the future in response to the pandemic and global economic conditions during and after the pandemic. While Cogent’s workforce is working remotely, Cogent provides no assurance that this will be sufficient to protect its workforce or its key employees. Moreover, Cogent’s results of operations may be adversely affected in the future as the pandemic and the related government restrictions continue. Cogent may also experience slowdowns in new customer orders, find it difficult to collect from customers who are experiencing financial distress, undergo an increase in customer churn, encounter difficulties accessing the buildings and locations where Cogent installs new services and serves existing customers, or have difficulties procuring, shipping or installing necessary equipment on its network. Cogent may also find that its largest customer base, which is served primarily in its multi-tenant office buildings, may be adversely affected by falling demand for commercial office space in central business districts as companies located in these buildings elect not to return to their office space either on a temporary or even permanent basis or slow the pace of opening new offices. In addition, Cogent’s corporate customer base may reduce their overall number of locations due to adverse economic conditions or new working configurations which may adversely affect Cogent’s number of corporate connections and service revenues. As a result, the global economic impact of the COVID-19 pandemic may have prolonged effects that impact Cogent’s business well into the future. These and other risks will be described in more detail in Cogent’s Annual Report on Form 10-K for the year ended December 31, 2020 and are set forth in its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2020, June 30, 2020 and March 31, 2020.
Conference Call and Website Information
Cogent will host a conference call with financial analysts at 8:30 a.m. (ET) on February 25, 2021 to discuss Cogent’s operating results for the fourth quarter of 2020 and full year 2020 and to discuss Cogent’s expectations for full year 2021. 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 over 200 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 OperationalResults
| Metric ($ in 000’s, except share and per share data) – unaudited | Q1 2019 | Q2 2019 | Q3 2019 | Q4 2019 | Q1 2020 | Q2 2020 | Q3 2020 | Q4 2020 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| On-Net revenue | $ | 97,183 | $ | 97,472 | $ | 99,416 | $ | 102,683 | $ | 103,457 | $ | 103,800 | $ | 105,091 | $ | 107,109 | ||||||||
| % Change from previous Qtr. | 1.9 | % | 0.3 | % | 2.0 | % | 3.3 | % | 0.8 | % | 0.3 | % | 1.2 | % | 1.9 | % | ||||||||
| Off-Net revenue | $ | 36,843 | $ | 37,191 | $ | 37,418 | $ | 37,479 | $ | 37,321 | $ | 37,044 | $ | 37,092 | $ | 36,672 | ||||||||
| % Change from previous Qtr. | 0.8 | % | 0.9 | % | 0.6 | % | 0.2 | % | -0.4 | % | -0.7 | % | 0.1 | % | -1.1 | % | ||||||||
| Non-Core revenue (1) | $ | 111 | $ | 126 | $ | 108 | $ | 130 | $ | 137 | $ | 146 | $ | 119 | $ | 120 | ||||||||
| % Change from previous Qtr. | -24.5 | % | 13.5 | % | -14.3 | % | 20.4 | % | 5.4 | % | 6.6 | % | -18.5 | % | 0.8 | % | ||||||||
| Service revenue – total | $ | 134,137 | $ | 134,789 | $ | 136,942 | $ | 140,292 | $ | 140,915 | $ | 140,990 | $ | 142,302 | $ | 143,901 | ||||||||
| % Change from previous Qtr. | 1.6 | % | 0.5 | % | 1.6 | % | 2.4 | % | 0.4 | % | 0.1 | % | 0.9 | % | 1.1 | % | ||||||||
| Constant currency total revenue quarterly growth rate – sequential quarters (6) | 1.7 | % | 0.7 | % | 1.7 | % | 2.5 | % | 0.6 | % | 0.2 | % | -0.2 | % | 0.7 | % | ||||||||
| Constant currency total revenue quarterly growth rate – year over year quarters (6) | 5.8 | % | 5.4 | % | 6.0 | % | 6.8 | % | 5.6 | % | 5.1 | % | 3.1 | % | 1.2 | % | ||||||||
| Excise Taxes included in service revenue | $ | 3,391 | $ | 3,191 | $ | 3,998 | $ | 4,334 | $ | 3,743 | $ | 3,298 | $ | 3,902 | $ | 4,144 | ||||||||
| % Change from previous Qtr. | 4.9 | % | -5.9 | % | 25.3 | % | 8.4 | % | -13.6 | % | -11.9 | % | 18.3 | % | 6.2 | % | ||||||||
| Network operations expenses (2) | $ | 53,970 | $ | 54,181 | $ | 54,971 | $ | 55,684 | $ | 55,669 | $ | 53,581 | $ | 54,173 | $ | 54,513 | ||||||||
| % Change from previous Qtr. | -2.6 | % | 0.4 | % | 1.5 | % | 1.3 | % | -% | -3.8 | % | 1.1 | % | 0.6 | % | |||||||||
| GAAP gross profit (3) | $ | 59,724 | $ | 60,403 | $ | 61,683 | $ | 64,300 | $ | 65,486 | $ | 67,208 | $ | 66,164 | $ | 66,617 | ||||||||
| % Change from previous Qtr. | 7.7 | % | 1.1 | % | 2.1 | % | 4.2 | % | 1.8 | % | 2.6 | % | -1.6 | % | 0.7 | % | ||||||||
| GAAP gross margin (3) | 44.5 | % | 44.8 | % | 45.0 | % | 45.8 | % | 46.5 | % | 47.7 | % | 46.5 | % | 46.3 | % | ||||||||
| Non-GAAP gross profit (4) (6) | $ | 80,167 | $ | 80,608 | $ | 81,971 | $ | 84,608 | $ | 85,246 | $ | 87,409 | $ | 88,129 | $ | 89,388 | ||||||||
| % Change from previous Qtr. | 4.6 | % | 0.6 | % | 1.7 | % | 3.2 | % | 0.8 | % | 2.5 | % | 0.8 | % | 1.4 | % | ||||||||
| Non-GAAP gross margin (4) (6) | 59.8 | % | 59.8 | % | 59.9 | % | 60.3 | % | 60.5 | % | 62.0 | % | 61.9 | % | 62.1 | % | ||||||||
| Selling, general and administrative expenses (5) | $ | 32,568 | $ | 33,503 | $ | 31,456 | $ | 31,884 | $ | 34,852 | $ | 34,061 | $ | 33,546 | $ | 33,713 | ||||||||
| % Change from previous Qtr. | 12.2 | % | 2.9 | % | -6.1 | % | 1.4 | % | 9.3 | % | -2.3 | % | -1.5 | % | 0.5 | % | ||||||||
| Depreciation<br> and amortization expense | $ | 20,263 | $ | 19,979 | $ | 20,006 | $ | 20,002 | $ | 19,508 | $ | 19,896 | $ | 21,619 | $ | 22,455 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| %<br> Change from previous Qtr. | -3.3 | % | -1.4 | % | 0.1 | % | -% | -2.5 | % | 2.0 | % | 8.7 | % | 3.9 | % | |||||||||
| Equity-based compensation<br> expense | $ | 3,434 | $ | 5,289 | $ | 4,797 | $ | 4,940 | $ | 5,075 | $ | 6,083 | $ | 6,522 | $ | 5,846 | ||||||||
| %<br> Change from previous Qtr. | -22.1 | % | 54.0 | % | -9.3 | % | 3.0 | % | 2.7 | % | 19.9 | % | 7.2 | % | -10.4 | % | ||||||||
| Operating income | $ | 24,400 | $ | 22,022 | $ | 25,799 | $ | 28,033 | $ | 25,850 | $ | 27,574 | $ | 26,036 | $ | 27,384 | ||||||||
| %<br> Change from previous Qtr. | 9.4 | % | -9.7 | % | 17.2 | % | 8.7 | % | -7.8 | % | 6.7 | % | -5.6 | % | 5.2 | % | ||||||||
| Interest expense | $ | 13,456 | $ | 13,595 | $ | 15,191 | $ | 15,211 | $ | 15,220 | $ | 15,499 | $ | 15,760 | $ | 16,007 | ||||||||
| %<br> Change from previous Qtr. | -0.4 | % | 1.0 | % | 11.7 | % | 0.1 | % | 0.1 | % | 1.8 | % | 1.7 | % | 1.6 | % | ||||||||
| Net income (loss) | $ | 9,217 | $ | 7,136 | $ | 13,701 | $ | 7,465 | $ | 9,227 | $ | 8,564 | $ | (4,955 | ) | $ | (6,620 | ) | ||||||
| Realized and unrealized<br> gains (losses) on 2024 Euro Notes | $ | - | $ | 177 | $ | 6,128 | $ | (4,068 | ) | $ | 2,908 | $ | (873 | ) | $ | (17,315 | ) | $ | (19,170 | ) | ||||
| Basic net income (loss)<br> per common share | $ | 0.20 | $ | 0.16 | $ | 0.30 | $ | 0.16 | $ | 0.20 | $ | 0.19 | $ | (0.11 | ) | $ | (0.14 | ) | ||||||
| Diluted net income<br> (loss) per common share | $ | 0.20 | $ | 0.16 | $ | 0.30 | $ | 0.16 | $ | 0.20 | $ | 0.18 | $ | (0.11 | ) | $ | (0.14 | ) | ||||||
| Weighted average common shares –<br> basic | 45,223,157 | 45,354,327 | 45,438,656 | 45,553,727 | 45,658,565 | 45,754,880 | 45,815,718 | 45,904,943 | ||||||||||||||||
| %<br> Change from previous Qtr. | -0.1 | % | 0.3 | % | 0.2 | % | 0.3 | % | 0.2 | % | 0.2 | % | 0.1 | % | 0.2 | % | ||||||||
| Weighted average common shares –<br> diluted | 45,644,236 | 45,912,291 | 46,019,691 | 46,145,970 | 46,391,066 | 46,686,665 | 45,815,718 | 45,904,943 | ||||||||||||||||
| %<br> Change from previous Qtr. | -0.3 | % | 0.6 | % | 0.2 | % | 0.3 | % | 0.5 | % | 0.6 | % | -1.9 | % | 0.2 | % | ||||||||
| EBITDA (6) | $ | 47,561 | $ | 47,105 | $ | 50,515 | $ | 52,724 | $ | 50,394 | $ | 53,348 | $ | 54,583 | $ | 55,675 | ||||||||
| %<br> Change from previous Qtr. | -% | -1.0 | % | 7.2 | % | 4.4 | % | -4.4 | % | 5.9 | % | 2.3 | % | 2.0 | % | |||||||||
| EBITDA margin | 35.5 | % | 34.9 | % | 36.9 | % | 37.6 | % | 35.8 | % | 37.8 | % | 38.4 | % | 38.7 | % | ||||||||
| Gains on asset related<br> transactions | $ | 536 | $ | 185 | $ | 87 | $ | 251 | $ | 39 | $ | 205 | $ | 99 | $ | 10 | ||||||||
| EBITDA, as adjusted (6) | $ | 48,097 | $ | 47,290 | $ | 50,602 | $ | 52,975 | $ | 50,433 | $ | 53,553 | $ | 54,682 | $ | 55,685 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| %<br> Change from previous Qtr. | 0.9 | % | -1.7 | % | 7.0 | % | 4.7 | % | -4.8 | % | 6.2 | % | 2.1 | % | 1.8 | % | ||||||||
| EBITDA, as adjusted,<br> margin | 35.9 | % | 35.1 | % | 37.0 | % | 37.8 | % | 35.8 | % | 38.0 | % | 38.4 | % | 38.7 | % | ||||||||
| Net cash provided<br> by operating activities | $ | 28,637 | $ | 40,632 | $ | 33,443 | $ | 46,097 | $ | 28,458 | $ | 41,311 | $ | 32,980 | $ | 37,571 | ||||||||
| %<br> Change from previous Qtr. | -29.7 | % | 41.9 | % | -17.7 | % | 37.8 | % | -38.3 | % | 45.2 | % | -20.2 | % | 13.9 | % | ||||||||
| Capital expenditures | $ | 13,288 | $ | 11,720 | $ | 12,051 | $ | 9,899 | $ | 12,866 | $ | 13,930 | $ | 13,296 | $ | 15,860 | ||||||||
| %<br> Change from previous Qtr. | 21.5 | % | -11.8 | % | 2.8 | % | -17.9 | % | 30.0 | % | 8.3 | % | -4.6 | % | 19.3 | % | ||||||||
| Principal payments<br> of capital (finance) lease obligations | $ | 3,030 | $ | 1,976 | $ | 2,029 | $ | 2,056 | $ | 6,167 | $ | 3,716 | $ | 9,509 | $ | 4,598 | ||||||||
| %<br> Change from previous Qtr. | 42.4 | % | -34.8 | % | 2.7 | % | 1.3 | % | 200.0 | % | -39.7 | % | 155.9 | % | -51.6 | % | ||||||||
| Dividends paid | $ | 26,565 | $ | 27,741 | $ | 28,565 | $ | 29,776 | $ | 30,557 | $ | 31,738 | $ | 32,657 | $ | 34,460 | ||||||||
| Purchases of common<br> stock | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 270 | $ | 4,225 | ||||||||
| Gross Leverage Ratio | 4.28 | 5.08 | 4.97 | 4.86 | 4.78 | 5.08 | 5.10 | 5.14 | ||||||||||||||||
| Net Leverage Ratio | 2.92 | 2.93 | 2.92 | 2.86 | 2.92 | 3.07 | 3.24 | 3.40 | ||||||||||||||||
| Customer<br> Connections – end of period | ||||||||||||||||||||||||
| On-Net | 71,066 | 72,415 | 73,870 | 74,554 | 75,163 | 75,927 | 76,338 | 77,305 | ||||||||||||||||
| %<br> Change from previous Qtr. | 3.3 | % | 1.9 | % | 2.0 | % | 0.9 | % | 0.8 | % | 1.0 | % | 0.5 | % | 1.3 | % | ||||||||
| Off-Net | 11,138 | 11,321 | 11,503 | 11,660 | 11,721 | 11,846 | 11,849 | 11,970 | ||||||||||||||||
| %<br> Change from previous Qtr. | 1.5 | % | 1.6 | % | 1.6 | % | 1.4 | % | 0.5 | % | 1.1 | % | 0.0 | % | 1.0 | % | ||||||||
| Non-Core (1) | 318 | 318 | 319 | 325 | 329 | 339 | 322 | 325 | ||||||||||||||||
| %<br> Change from previous Qtr. | -12.2 | % | -% | -0.3 | % | 1.9 | % | 1.2 | % | 3.0 | % | -5.0 | % | 0.9 | % | |||||||||
| Total customer connections | 82,522 | 84,054 | 85,692 | 86,539 | 87,213 | 88,112 | 88,509 | 89,600 | ||||||||||||||||
| %<br> Change from previous Qtr. | 3.0 | % | 1.9 | % | 1.9 | % | 1.0 | % | 0.8 | % | 1.0 | % | 0.5 | % | 1.2 | % | ||||||||
| On-Net<br> Buildings – end of period | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||
| Multi-Tenant<br> office buildings | 1,746 | 1,751 | 1,757 | 1,767 | 1,769 | 1,771 | 1,783 | 1,792 | ||||||||||||||||
| Carrier<br> neutral data center buildings | 908 | 933 | 960 | 980 | 1,000 | 1,029 | 1,047 | 1,068 | ||||||||||||||||
| Cogent<br> data centers | 52 | 53 | 54 | 54 | 54 | 54 | 54 | 54 | ||||||||||||||||
| Total<br> on-net buildings | 2,706 | 2,737 | 2,771 | 2,801 | 2,823 | 2,854 | 2,884 | 2,914 | ||||||||||||||||
| Total<br> carrier neutral data center nodes | 1,071 | 1,101 | 1,128 | 1,153 | 1,175 | 1,203 | 1,225 | 1,252 | ||||||||||||||||
| Square<br> feet – multi-tenant office buildings – on-net | 949,486,923 | 951,031,709 | 954,013,024 | 957,173,183 | 961,154,384 | 962,049,183 | 968,355,695 | 976,813,678 | ||||||||||||||||
| Network –<br> end of period | ||||||||||||||||||||||||
| Intercity<br> route miles | 57,426 | 57,426 | 57,426 | 57,600 | 58,009 | 58,009 | 58,142 | 58,285 | ||||||||||||||||
| Metro<br> fiber miles | 33,664 | 34,163 | 34,985 | 35,526 | 36,079 | 36,438 | 36,725 | 37,567 | ||||||||||||||||
| Connected<br> networks – AS’s | 6,668 | 6,762 | 6,844 | 6,954 | 7,042 | 7,133 | 7,222 | 7,338 | ||||||||||||||||
| Headcount<br> – end of period | ||||||||||||||||||||||||
| Sales<br> force – quota bearing | 501 | 519 | 530 | 548 | 542 | 572 | 597 | 569 | ||||||||||||||||
| Sales<br> force - total | 639 | 656 | 667 | 686 | 684 | 716 | 740 | 712 | ||||||||||||||||
| Total<br> employees | 997 | 1,026 | 1,036 | 1,055 | 1,052 | 1,083 | 1,110 | 1,083 | ||||||||||||||||
| Sales<br> rep productivity – units per full time equivalent sales rep (“FTE”) per month | 5.1 | 4.9 | 4.4 | 4.1 | 4.5 | 4.0 | 3.7 | 4.2 | ||||||||||||||||
| FTE<br> – sales reps | 464 | 478 | 488 | 502 | 522 | 533 | 563 | 542 | ||||||||||||||||
| (1) | Consists of legacy services<br> of companies whose assets or businesses were acquired by Cogent. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (2) | Network operations expense excludes<br> equity-based compensation expense of $180, $226, $282, $306, $252, $305, $346 and $316<br> in the three month periods ended March 31, 2019 through December 31, 2020,<br> respectively. Network operations expense includes excise taxes, including Universal Service<br> Fund fees of $3,391, $3,191, $3,998, $4,334, $3,743, $3,298, $3,902 and $4,144 in the<br> three month periods ended March 31, 2019 through December 31, 2020, respectively. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (3) | GAAP gross profit is defined<br> as total service revenue less network operations expense, depreciation and amortization<br> and equity based compensation included in network operations expense. GAAP gross margin<br> is defined as GAAP gross profit divided by total service revenue. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (4) | Non-GAAP gross profit represents<br> service revenue less network operations expense, excluding equity-based compensation<br> and amounts shown separately (depreciation and amortization expense). Non-GAAP gross<br> margin is defined as non-GAAP gross profit divided by total service revenue. Management<br> believes that non-GAAP gross profit and non-GAAP gross profit margin are relevant metrics<br> to provide investors, as they are metrics that management uses to measure the margin<br> available to the company after network service costs, in essence a measure of the efficiency<br> of the Company’s network. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (5) | Excludes equity-based compensation<br> expense of $3,254, $5,063, $4,515, $4,634, $4,823, $5,778, $6,176 and $5,530 in the three<br> month periods ended March 31, 2019 through December 31, 2020, respectively. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (6) | See Schedules of Non-GAAP measures<br> below for definitions and reconciliations to GAAP measures. | |||||||||||||||||||||||
| --- | --- |
Schedules of Non-GAAP Measures
EBITDA and EBITDA, as adjusted
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, represents EBITDA plus net gains (losses) on asset related transactions.
The Company believes that EBITDA, and EBITDA, as adjusted, are useful measures of its ability to service debt, fund capital expenditures and expand its business. EBITDA, and EBITDA, as adjusted are an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial information. EBITDA, and EBITDA, as adjusted 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 metrics are not intended to reflect the Company’s free cash flow, as it does 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 metrics may also differ from the calculations performed by its competitors and other companies and as such, its utility as a comparative measure is limited.
EBITDA, and EBITDA, as adjusted, are reconciled to net cashprovided by operating activities in the table below.
| ($ in 000’s) – unaudited | Q1<br> <br> 2019 | Q2<br> <br> 2019 | Q3<br> <br> 2019 | Q4<br> <br> 2019 | Year<br> <br> 2019 | Q1<br> <br><br>2020 | Q2<br> <br><br>2020 | Q3<br> <br><br>2020 | Q4<br><br><br> 2020 | Year<br> <br><br>2020 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net<br> cash provided by operating activities | $ | 28,637 | $ | 40,632 | $ | 33,443 | $ | 46,097 | $ | 148,809 | $ | 28,458 | $ | 41,311 | $ | 32,980 | $ | 37,571 | $ | 140,320 | ||||||||||
| Changes<br> in operating assets and liabilities | 6,727 | (5,729 | ) | 3,785 | (6,557 | ) | (1,949 | ) | 5,325 | $ | (3,232 | ) | $ | 6,255 | $ | 1,920 | $ | 12,780 | ||||||||||||
| Cash<br> interest expense and income tax expense | 12,197 | 12,202 | 13,287 | 13,184 | 51,045 | 16,611 | 15,269 | 15,348 | 16,184 | 60,895 | ||||||||||||||||||||
| EBITDA | $ | 47,561 | $ | 47,105 | $ | 50,515 | $ | 52,724 | $ | 197,905 | $ | 50,394 | $ | 53,348 | $ | 54,583 | $ | 55,675 | $ | 213,995 | ||||||||||
| PLUS:<br> Gains on asset related transactions | 536 | 185 | 87 | 251 | 1,059 | 39 | 205 | 99 | 10 | 352 | ||||||||||||||||||||
| EBITDA, as adjusted | $ | 48,097 | $ | 47,290 | $ | 50,602 | $ | 52,975 | $ | 198,964 | $ | 50,433 | $ | 53,553 | $ | 54,682 | $ | 55,685 | $ | 214,347 | ||||||||||
| EBITDA<br> margin | 35.5 | % | 34.9 | % | 36.9 | % | 37.6 | % | 36.2 | % | 35.8 | % | 37.8 | % | 38.4 | % | 38.7 | % | 37.7 | % | ||||||||||
| EBITDA,<br> as adjusted, margin | 35.9 | % | 35.1 | % | 37.0 | % | 37.8 | % | 36.4 | % | 35.8 | % | 38.0 | % | 38.4 | % | 38.7 | % | 37.7 | % |
Constant currency revenue is reconciled to service revenueas reported in the tables below.
Constant currency impact on revenue changes – sequentialperiods
| ($<br> in 000’s) – unaudited | Q1<br> <br> 2019 | Q2<br> <br> 2019 | Q3<br> <br> 2019 | Q4<br> <br> 2019 | Year<br> <br> 2019 | Q1<br> <br> 2020 | Q2<br> <br> 2020 | Q3<br> <br> 2020 | Q4<br> <br> 2020 | Year<br> <br> 2020 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Service<br> revenue, as reported – current period | $ | 134,137 | $ | 134,789 | $ | 136,942 | $ | 140,292 | $ | 546,159 | $ | 140,915 | $ | 140,990 | $ | 142,302 | $ | 143,901 | $ | 568,103 | ||||||||||
| Impact<br> of foreign currencies on service revenue | 135 | 260 | 176 | 88 | 5,286 | 184 | 202 | (1,616 | ) | (621 | ) | (1,492 | ) | |||||||||||||||||
| Service<br> revenue - as adjusted for currency impact (1) | $ | 134,272 | $ | 135,049 | $ | 137,118 | $ | 140,380 | $ | 551,445 | $ | 141,099 | $ | 141,192 | $ | 140,686 | $ | 143,280 | $ | 566,611 | ||||||||||
| Service<br> revenue, as reported – prior sequential period | $ | 132,049 | $ | 134,137 | $ | 134,789 | $ | 136,942 | $ | 520,193 | $ | 140,292 | $ | 140,915 | $ | 140,990 | $ | 142,302 | $ | 546,159 | ||||||||||
| Constant<br> currency (decrease) increase | $ | 2,223 | $ | 912 | $ | 2,329 | $ | 3,438 | $ | 31,252 | $ | 807 | $ | 277 | $ | (304 | ) | $ | 978 | $ | 20,452 | |||||||||
| Constant<br> currency percent (decrease) increase | 1.7 | % | 0.7 | % | 1.7 | % | 2.5 | % | 6.0 | % | 0.6 | % | 0.2 | % | (0.2 | )% | 0.7 | % | 3.7 | % | ||||||||||
| (1) | Service revenue, as adjusted<br> for currency impact, is determined by translating the service revenue for the current<br> period at the average foreign currency exchange rates for the prior sequential period.<br> The Company believes that disclosing quarterly sequential revenue growth without the<br> impact of foreign currencies on service revenue is a useful measure of sequential revenue<br> growth. Service revenue, as adjusted for currency impact, is an integral part of the<br> internal reporting and planning system used by management as a supplement to GAAP financial<br> information. | |||||||||||||||||||||||||||||
| --- | --- |
Constant currency impact on revenue changes – prioryear periods
| ($<br> in 000’s) – unaudited | Q1<br> <br> 2019 | Q2<br> <br> 2019 | Q3<br> <br> 2019 | Q4<br> <br> 2019 | Year<br> <br> 2019 | Q1<br> <br> 2020 | Q2<br> <br> 2020 | Q3<br> <br> 2020 | Q4<br> <br> 2020 | Year<br> <br> 2020 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Service<br> revenue, as reported – current period | $ | 134,137 | $ | 134,789 | $ | 136,942 | $ | 140,292 | $ | 546,159 | $ | 140,915 | $ | 140,990 | $ | 142,302 | $ | 143,901 | $ | 568,103 | ||||||||||
| Impact<br> of foreign currencies on service revenue | 2,078 | 1,505 | 1,058 | 683 | 5,286 | 746 | 674 | (1,141 | ) | (1,891 | ) | (1,492 | ) | |||||||||||||||||
| Service<br> revenue - as adjusted for currency impact (2) | $ | 136,215 | $ | 136,294 | $ | 138,000 | $ | 140,975 | $ | 551,445 | $ | 141,661 | $ | 141,664 | $ | 141,161 | $ | 142,010 | $ | 566,611 | ||||||||||
| Service<br> revenue, as reported – prior year period | $ | 128,706 | $ | 129,296 | $ | 130,139 | $ | 132,049 | $ | 520,193 | $ | 134,137 | $ | 134,789 | $ | 136,942 | $ | 140,292 | $ | 546,159 | ||||||||||
| Constant<br> currency increase | $ | 7,509 | $ | 6,998 | $ | 7,861 | $ | 8,926 | $ | 31,252 | $ | 7,524 | $ | 6,875 | $ | 4,219 | $ | 1,718 | $ | 20,452 | ||||||||||
| Percent<br> increase | 5.8 | % | 5.4 | % | 6.0 | % | 6.8 | % | 6.0 | % | 5.6 | % | 5.1 | % | 3.1 | % | 1.2 | % | 3.7 | % | ||||||||||
| (2) | Service revenue, as adjusted<br> for currency impact, is determined by translating the service revenue for the current<br> period at the average foreign currency exchange rates for the comparable prior year period.<br> The Company believes that disclosing year over year revenue growth without the impact<br> of foreign currencies on service revenue is a useful measure of revenue growth. Service<br> revenue, as adjusted for currency impact, is an integral part of the internal reporting<br> 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 reconciledto GAAP gross profit and GAAP gross margin in the table below.
| ($ in 000’s) – unaudited | Q1<br> 2019 | Q2<br> 2019 | Q3<br> 2019 | Q4<br> 2019 | Year<br> 2019 | Q1<br> 2020 | Q2<br> 2020 | Q3<br> 2020 | Q4<br> 2020 | Year<br> 2020 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Service<br> revenue total | $ | 134,137 | $ | 134,789 | $ | 136,942 | $ | 140,292 | $ | 546,159 | $ | 140,915 | $ | 140,990 | $ | 142,302 | $ | 143,901 | $ | 568,103 | ||||||||||
| Minus<br> - Network operations expense including equity-based compensation and including depreciation and amortization expense | 74,413 | 74,386 | 75,259 | 75,992 | 300,050 | 75,429 | 73,782 | 76,138 | 77,284 | 302,633 | ||||||||||||||||||||
| GAAP<br> Gross Profit (1) | $ | 59,724 | $ | 60,403 | $ | 61,683 | $ | 64,300 | $ | 246,109 | $ | 65,486 | $ | 67,208 | $ | 66,164 | $ | 66,617 | $ | 265,470 | ||||||||||
| Plus -<br> Equity-based compensation – network operations expense | 180 | 226 | 282 | 306 | 994 | 252 | 305 | 346 | 316 | 1,219 | ||||||||||||||||||||
| Plus<br> – Depreciation and amortization expense | 20,263 | 19,979 | 20,006 | 20,002 | 80,247 | 19,508 | 19,896 | 21,619 | 22,455 | 83,477 | ||||||||||||||||||||
| Non-GAAP<br> Gross Profit (2) | $ | 80,167 | $ | 80,608 | $ | 81,971 | $ | 84,608 | $ | 327,350 | $ | 85,246 | $ | 87,409 | $ | 88,129 | $ | 89,388 | $ | 350,166 | ||||||||||
| GAAP<br> Gross Margin (1) | 44.5 | % | 44.8 | % | 45.0 | % | 45.8 | % | 45.1 | % | 46.5 | % | 47.7 | % | 46.5 | % | 46.3 | % | 46.7 | % | ||||||||||
| Non-GAAP<br> Gross Margin (2) | 59.8 | % | 59.8 | % | 59.9 | % | 60.3 | % | 59.9 | % | 60.5 | % | 62.0 | % | 61.9 | % | 62.1 | % | 61.6 | % | ||||||||||
| (1) | GAAP gross profit is defined<br> as total service revenue less network operations expense, depreciation and amortization<br> and equity-based compensation included in network operations expense. GAAP gross margin<br> is defined as GAAP gross profit divided by total service revenue. | |||||||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||||||
| (2) | Non-GAAP gross profit represents<br> service revenue less network operations expense, excluding equity-based compensation<br> and amounts shown separately (depreciation and amortization expense). Non-GAAP gross<br> margin is defined as non-GAAP gross profit divided by total service revenue. Management<br> believes that non-GAAP gross profit and non-GAAP gross margin are relevant metrics to<br> provide to investors, as they are metrics that management uses to measure the margin<br> and amount available to the Company after network service costs, in essence these are<br> 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 last 12 months EBITDA, as adjusted. Net leverage ratio is defined as total net debt (total debt minus cash and cash equivalents) divided by the trailing last 12 months EBITDA, as adjusted. Cogent’s gross leverage ratio and net leverage ratio are shown below.
| ($ in 000’s) – unaudited | As of September 30, 2020 | As of December 31, 2020 | ||
|---|---|---|---|---|
| Cash and cash equivalents | $ | 393,293 | $ | 371,301 |
| Debt | ||||
| Capital (finance) leases – current portion | 15,252 | 15,702 | ||
| Capital (finance) leases – long term | 197,688 | 203,438 | ||
| Senior Secured 2022 Notes | 445,000 | 445,000 | ||
| Senior Unsecured Euro 2024 Notes | 410,365 | 429,264 | ||
| Note payable | 10,404 | 7,712 | ||
| Total debt | 1,078,709 | 1,101,116 | ||
| Total net debt | 685,416 | 729,815 | ||
| Trailing 12 months EBITDA, as adjusted | 211,643 | 214,353 | ||
| Gross leverage ratio | 5.10 | 5.14 | ||
| Net leverage ratio | 3.24 | 3.40 |
Cogent’s SEC filings are available online via the Investor Relations section of www.cogentco.com or on the Securities and Exchange Commission’s website at www.sec.gov.
COGENT COMMUNICATIONS HOLDINGS, INC.,AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2020 AND 2019
(IN THOUSANDS, EXCEPT SHARE AND PER SHAREDATA)
| 2019 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 371,301 | $ | 399,422 | ||
| Accounts receivable, net of allowance for credit losses of 1,921 and 1,771, respectively | 44,185 | 40,484 | |||
| Prepaid expenses and other current assets | 40,851 | 35,822 | |||
| Total current assets | 456,337 | 475,728 | |||
| Property and equipment: | |||||
| Property and equipment | 1,515,867 | 1,366,782 | |||
| Accumulated depreciation and amortization | (1,085,532 | ) | (997,853 | ) | |
| Total property and equipment, net | 430,335 | 368,929 | |||
| Right-of-use leased assets | 99,666 | 73,460 | |||
| Deposits and other assets | 14,139 | 14,007 | |||
| Total assets | 1,000,477 | $ | 932,124 | ||
| Liabilities and stockholders' equity | |||||
| Current liabilities: | |||||
| Accounts payable | 9,775 | $ | 11,075 | ||
| Accrued and other current liabilities | 51,029 | 51,301 | |||
| Current maturities, operating lease liabilities | 11,151 | 10,101 | |||
| Installment payment agreement, current portion, net of discount of 136 and 350, respectively | 6,786 | 9,063 | |||
| Finance lease obligations, current maturities | 15,702 | 8,154 | |||
| Total current liabilities | 94,443 | 89,694 | |||
| Senior unsecured 2024 Euro notes, net of unamortized debt costs of 2,961 and 1,410, respectively and net of discount of 1,142 and 0, respectively | 425,160 | 150,001 | |||
| Senior secured 2022 notes, net of unamortized debt costs of 1,052 and 1,897 respectively and including premium of 544 and 985, respectively | 444,492 | 444,088 | |||
| Senior unsecured 2021 notes, net of unamortized debt costs of 857 | — | 188,368 | |||
| Operating lease liabilities, net of current maturities | 111,318 | 86,690 | |||
| Finance lease obligations, net of current maturities | 203,438 | 161,635 | |||
| Other long-term liabilities | 14,792 | 15,327 | |||
| Total liabilities | 1,293,643 | 1,135,803 | |||
| Commitments and contingencies | |||||
| Stockholders' equity: | |||||
| Common stock, 0.001 par value; 75,000,000 shares authorized; 47,214,077 and 46,840,434 shares issued and outstanding, respectively | 47 | 47 | |||
| Additional paid-in capital | 515,867 | 493,178 | |||
| Accumulated other comprehensive income (loss) | (1,306 | ) | (12,326 | ) | |
| Accumulated deficit | (807,774 | ) | (684,578 | ) | |
| Total stockholders' deficit | (293,166 | ) | (203,679 | ) | |
| Total liabilities and stockholders' equity | 1,000,477 | $ | 932,124 |
All values are in US Dollars.
COGENT COMMUNICATIONS HOLDINGS, INC.,AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVEINCOME (LOSS)
FOR THE THREE MONTHS ENDED DECEMBER31, 2020 AND DECEMBER 31, 2019
(IN THOUSANDS, EXCEPT SHARE AND PER SHAREDATA)
| Three Months<br> <br>Ended<br> <br>December 31, 2019 | |||||
|---|---|---|---|---|---|
| Service revenue | 143,901 | $ | 140,292 | ||
| Operating expenses: | |||||
| Network operations (including 316 and 306 of equity-based compensation expense, respectively), exclusive of amounts shown separately | 54,829 | 55,990 | |||
| Selling, general, and administrative (including 5,530 and 4,634 of equity-based compensation expense, respectively) | 39,243 | 36,518 | |||
| Depreciation and amortization | 22,455 | 20,002 | |||
| Total operating expenses | 116,527 | 112,510 | |||
| Gains on equipment transactions | 10 | 251 | |||
| Operating income | 27,384 | 28,033 | |||
| Interest expense | (16,007 | ) | (15,211 | ) | |
| Unrealized foreign exchange (loss) gain on 2024 Euro Notes | (19,170 | ) | (4,068 | ) | |
| Interest income and other | 529 | 2,012 | |||
| (Loss) income before income taxes | (7,264 | ) | 10,766 | ||
| Income tax benefit (expense) | 644 | (3,301 | ) | ||
| Net (loss) income | (6,620 | ) | $ | 7,465 | |
| Comprehensive (loss) income: | |||||
| Net (loss) income | (6,620 | ) | $ | 7,465 | |
| Foreign currency translation adjustment | 6,192 | 3,350 | |||
| Comprehensive (loss) income | (428 | ) | $ | 10,815 | |
| Basic net (loss) income per common share | (0.14 | ) | $ | 0.16 | |
| Diluted net (loss) income per common share | (0.14 | ) | $ | 0.16 | |
| Dividends declared per common share | 0.73 | $ | 0.64 | ||
| Weighted-average common shares—basic | 45,904,943 | 45,553,727 | |||
| Weighted-average common shares—diluted | 45,904,943 | 46,145,970 |
All values are in US Dollars.
COGENT COMMUNICATIONS HOLDINGS, INC.,AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVEINCOME
FOR EACH OF THE THREE YEARS ENDED DECEMBER 31,2020
(IN THOUSANDS, EXCEPT SHARE AND PER SHAREDATA)
| 2019 | 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Service revenue | 568,103 | $ | 546,159 | $ | 520,193 | |||
| Operating expenses: | ||||||||
| Network operations (including 1,219, 994 and 895 of equity-based compensation expense, respectively), exclusive of amounts shown separately | 219,157 | 219,801 | 219,526 | |||||
| Selling, general, and administrative (including 22,306, 17,466 and 16,813 of equity-based compensation expense, respectively) | 158,476 | 146,913 | 133,858 | |||||
| Depreciation and amortization | 83,477 | 80,247 | 81,233 | |||||
| Total operating expenses | 461,110 | 446,961 | 434,617 | |||||
| Gains on equipment transactions | 352 | 1,059 | 982 | |||||
| Losses on lease terminations | (423 | ) | — | — | ||||
| Operating income | 106,922 | 100,257 | 86,558 | |||||
| Interest expense | (62,486 | ) | (57,453 | ) | (51,056 | ) | ||
| Realized foreign exchange gain on 2024 Euro Notes | 2,533 | — | — | |||||
| Unrealized foreign exchange (loss) gain on 2024 Euro Notes | (36,997 | ) | 2,271 | — | ||||
| Loss on debt extinguishment and redemption – 2021 Notes | (638 | ) | — | — | ||||
| Interest income and other | 978 | 7,599 | 5,880 | |||||
| Income before income taxes | 10,312 | 52,674 | 41,382 | |||||
| Income tax expense | (4,096 | ) | (15,154 | ) | (12,715 | ) | ||
| Net income | 6,216 | $ | 37,520 | $ | 28,667 | |||
| Comprehensive income: | ||||||||
| Net income | 6,216 | $ | 37,520 | $ | 28,667 | |||
| Foreign currency translation adjustment | 11,020 | (1,398 | ) | (6,328 | ) | |||
| Comprehensive income | 17,236 | $ | 36,122 | $ | 22,339 | |||
| Basic net income per common share | 0.14 | $ | 0.82 | $ | 0.63 | |||
| Diluted net income per common share | 0.13 | $ | 0.81 | $ | 0.63 | |||
| Dividends declared per common share | 2.78 | $ | 2.44 | $ | 2.12 | |||
| Weighted-average common shares—basic | 45,947,772 | 45,542,315 | 45,280,161 | |||||
| Weighted-average common shares—diluted | 46,668,198 | 46,080,395 | 45,780,954 |
All values are in US Dollars.
COGENT COMMUNICATIONS HOLDINGS, INC.,AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER31, 2020 AND DECEMBER 31, 2019
(IN THOUSANDS)
| Three Months<br> <br>Ended December 31, 2020 | Three Months<br> <br>Ended<br> <br>December 31, 2019 | |||||
|---|---|---|---|---|---|---|
| Cash flows from operating activities: | ||||||
| Net (loss) income | $ | (6,620 | ) | $ | 7,466 | |
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 22,455 | 20,001 | ||||
| Amortization of debt discount and premium | 468 | 479 | ||||
| Equity-based compensation expense (net of amounts capitalized) | 5,846 | 4,940 | ||||
| Gains—equipment transactions and other, net | (115 | ) | (263 | ) | ||
| Unrealized foreign currency exchange loss on 2024 Euro notes | 19,170 | 4,068 | ||||
| Deferred income taxes | (1,818 | ) | 2,873 | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (1,600 | ) | 1,110 | |||
| Prepaid expenses and other current assets | 482 | 1,132 | ||||
| Deposits and other assets | (245 | ) | 599 | |||
| Accounts payable, accrued liabilities and other long-term liabilities | (452 | ) | 3,692 | |||
| Net cash provided by operating activities | 37,571 | 46,097 | ||||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (15,860 | ) | (9,899 | ) | ||
| Net cash used in investing activities | (15,860 | ) | (9,899 | ) | ||
| Cash flows from financing activities: | ||||||
| Dividends paid | (34,460 | ) | (29,776 | ) | ||
| Principal payments of capital lease obligations | (4,598 | ) | (2,056 | ) | ||
| Principal payments of installment payment agreement | (2,692 | ) | (2,659 | ) | ||
| Purchases of common stock | (4,225 | ) | — | |||
| Proceeds from exercises of common stock options | 207 | 367 | ||||
| Net cash used in financing activities | (45,768 | ) | (34,124 | ) | ||
| Effect of exchange rate changes on cash | 2,065 | 1,077 | ||||
| Net (decrease) increase in cash and cash equivalents | (21,992 | ) | 3,151 | |||
| Cash and cash equivalents, beginning of period | 393,293 | 396,271 | ||||
| Cash and cash equivalents, end of period | $ | 371,301 | $ | 399,422 |
COGENT COMMUNICATIONS HOLDINGS, INC.,AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR EACH OF THE THREE YEARS ENDED DECEMBER 31,2020
(IN THOUSANDS)
| 2019 | 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Cash flows from operating activities: | ||||||||
| Net income | 6,216 | $ | 37,520 | $ | 28,667 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 83,477 | 80,247 | 81,233 | |||||
| Amortization of debt discount and premium | 1,894 | 1,807 | 1,533 | |||||
| Equity-based compensation expense (net of amounts capitalized) | 23,525 | 18,460 | 17,708 | |||||
| Unrealized foreign currency exchange loss (gain) on 2024 Euro Notes | 36,997 | (2,271 | ) | — | ||||
| Realized foreign currency exchange gain on 2024 Euro Notes | (2,533 | ) | — | — | ||||
| Loss on extinguishment of 2021 notes | 638 | — | — | |||||
| Gains—equipment transactions and other, net | (546 | ) | (358 | ) | (1,109 | ) | ||
| Deferred income taxes | 282 | 12,158 | 11,117 | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (2,702 | ) | 1,067 | (3,204 | ) | |||
| Prepaid expenses and other current assets | (2,771 | ) | (3,730 | ) | (438 | ) | ||
| Deposits and other assets | (873 | ) | (1,131 | ) | (1,490 | ) | ||
| Accounts payable, accrued liabilities and other long-term liabilities | (3,284 | ) | 5,040 | (96 | ) | |||
| Net cash provided by operating activities | 140,320 | 148,809 | 133,921 | |||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | (55,952 | ) | (46,958 | ) | (49,937 | ) | ||
| Net cash used in investing activities | (55,952 | ) | (46,958 | ) | (49,937 | ) | ||
| Cash flows from financing activities: | ||||||||
| Net proceeds from issuance of senior 2024 Euro Notes, net of debt costs of 2,137 and 1,556, respectively | 240,285 | 152,134 | — | |||||
| Net proceeds from issuance of 2022 Notes, net of debt costs of 1,364 | — | — | 69,861 | |||||
| Redemption and extinguishment of 2021 Notes | (189,225 | ) | — | — | ||||
| Dividends paid | (129,412 | ) | (112,647 | ) | (97,887 | ) | ||
| Principal payments of finance lease obligations | (23,990 | ) | (9,097 | ) | (10,286 | ) | ||
| Principal payments of installment payment agreement | (10,547 | ) | (10,007 | ) | (9,437 | ) | ||
| Purchases of common stock | (4,495 | ) | — | (6,564 | ) | |||
| Proceeds from exercises of common stock options | 1,382 | 1,637 | 1,768 | |||||
| Net cash (used in) provided by financing activities | (116,002 | ) | 22,020 | (52,545 | ) | |||
| Effect of exchange rate changes on cash | 3,513 | (542 | ) | (2,357 | ) | |||
| Net (decrease) increase in cash and cash equivalents | (28,121 | ) | 123,329 | 29,082 | ||||
| Cash and cash equivalents, beginning of year | 399,422 | 276,093 | 247,011 | |||||
| Cash and cash equivalents, end of year | 371,301 | $ | 399,422 | $ | 276,093 |
All values are in US Dollars.
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 arebased 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 tosuch differences, including the impact of the COVID-19 pandemic and the related government policies; future economic instabilityin the global economy or a contraction of the capital markets which could affect spending on Internet services and our abilityto engage in financing activities; the impact of changing foreign exchange rates (in particular the Euro to USD and Canadian dollarto USD exchange rates) on the translation of our non-USD denominated revenues, expenses, assets and liabilities; legal and operationaldifficulties in new markets; the imposition of a requirement that we contribute to the US Universal Service Fund on the basis ofour Internet revenue; changes in government policy and/or regulation, including net neutrality rules by the United StatesFederal Communications Commission and in the area of data protection; 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 maintainour Internet peering arrangements on favorable terms; our reliance on an equipment vendor, Cisco Systems Inc., and the potentialfor hardware or software problems associated with such equipment; the dependence of our network on the quality and dependabilityof third-party fiber providers; our ability to retain certain customers that comprise a significant portion of our revenue base;the management of network failures and/or disruptions; and outcomes in litigation as well as other risks discussed from time totime in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-Kfor the year ended December 31, 2020 and our Quarterly Reports on Form 10-Q for the quarters ended March 31,2020,June 30, 2020 and September 30, 2020. 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.