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Financial and Business Highlights
WASHINGTON, Aug. 7, 2025 /PRNewswire/ -- Cogent Communications Holdings, Inc. (NASDAQ: CCOI) ("Cogent") today announced service revenue of $246.2 million for the three months ended June 30, 2025, a decrease of 0.3% from the three months ended March 31, 2025 and a decrease of 5.5% from the three months ended June 30, 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 $1.1 million for the three months ended June 30, 2025, $0.7 million for the three months ended March 31, 2025 and $5.9 million for the three months ended June 30, 2024.
Foreign exchange rates positively impacted service revenue growth from the three months ended March 31, 2025 to the three months ended June 30, 2025 by $2.4 million and positively impacted service revenue growth from the three months ended June 30, 2024 to the three months ended June 30, 2025 by $1.5 million. On a constant currency basis, service revenue decreased by 1.3% from the three months ended March 31, 2025 to the three months ended June 30, 2025 and decreased by 6.0% from the three months ended June 30, 2024 to the three months ended June 30, 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 $132.3 million for the three months ended June 30, 2025, an increase of 2.1% from the three months ended March 31, 2025 and a decrease of 6.0% from the three months ended June 30, 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 $102.2 million for the three months ended June 30, 2025, a decrease of 4.8% from the three months ended March 31, 2025 and a decrease of 8.3% from the three months ended June 30, 2024.
Wavelength revenue was $9.1 million for the three months ended June 30, 2025, an increase of 27.2% from the three months ended March 31, 2025 and an increase of 149.8% from the three months ended June 30, 2024.
Non-core services are legacy services, which Cogent acquired and continues to support but does not actively sell. Non-core revenue was $2.7 million for the three months ended June 30, 2025, $3.0 million for the three months ended March 31, 2025 and was $4.6 million for the three months ended June 30, 2024.
GAAP gross profit is defined as total service revenue less network operations expense, depreciation and amortization and equity-based compensation included in network operations expense. GAAP gross margin is defined as GAAP gross profit divided by total service revenue. GAAP gross profit decreased by 0.3% from the three months ended March 31, 2025 to $33.5 million for the three months ended June 30, 2025 and increased by 10.7% from the three months ended June 30, 2024.
GAAP gross margin was 13.6% for the three months ended June 30, 2025, 13.6% for the three months ended March 31, 2025 and 11.6% for the three months ended June 30, 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 decreased by 0.8% from the three months ended March 31, 2025 to $109.3 million for the three months ended June 30, 2025 and increased by 4.4% from the three months ended June 30, 2024.
Non-GAAP gross margin was 44.4% for the three months ended June 30, 2025, 44.6% for the three months ended March 31, 2025 and 40.2% for the three months ended June 30, 2024.
Net cash used in operating activities was $44.0 million for the three months ended June 30, 2025 and $22.2 million for the three months ended June 30, 2024 and net cash provided by operating activities was $36.4 for the three months ended March 31, 2025.
Sprint acquisition costs were $12.4 million for the three months ended June 30, 2024. There were no Sprint acquisition costs in the three months ended March 31, 2025 or in the three months ended June 30, 2025.
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 $66.7 million, $25.0 million and $25.0 million in the three months ended June 30, 2024, March 31, 2025 and June 30, 2025, respectively.
Earnings before interest, taxes, depreciation and amortization (EBITDA), was $48.5 million for the three months ended June 30, 2025, $43.8 million for the three months ended March 31, 2025 and $27.2 million for the three months ended June 30, 2024.
EBITDA margin, was 19.7% for the three months ended June 30, 2025, 17.7% for the three months ended March 31, 2025 and 10.4% for the three months ended June 30, 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 $73.5 million for the three months ended June 30, 2025, $68.8 million for the three months ended March 31, 2025 and $106.2 million for the three months ended June 30, 2024.
EBITDA margin, as adjusted for Sprint acquisition costs and cash paid under the IP Transit Services Agreement, was 29.8% for the three months ended June 30, 2025, 27.8% for the three months ended March 31, 2025 and 40.8% for the three months ended June 30, 2024.
Basic and diluted net loss per share was $(1.21) for the three months ended June 30, 2025, $(1.09) for the three months ended March 31, 2025 and was $(0.68) for the three months ended June 30, 2024.
Total customer connections decreased by 7.8% from June 30, 2024 to 118,730 as of June 30, 2025 and decreased by 1.7% from March 31, 2025. On-net customer connections increased by 0.02% from June 30, 2024 to 87,407 as of June 30, 2025 and increased by 0.7% from March 31, 2025. Off-net customer connections decreased by 19.9% from June 30, 2024 to 26,239 as of June 30, 2025 and decreased by 4.6% from March 31, 2025. Wavelength customer connections were 1,469 as of June 30, 2025, 1,322 as of March 31, 2025 and 754 as of June 30, 2024. Non-core customer connections were 3,615 as of June 30, 2025, 5,120 as of March 31, 2025 and 7,883 as of June 30, 2024.
The number of on-net buildings increased by 143 from June 30, 2024 to 3,529 as of June 30, 2025 and increased by 29 from March 31, 2025.
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 June 30, 2025, Cogent was offering optical wavelength services in 938 data centers in the United States, Mexico and Canada.
Quarterly Dividend Increase Approved
On August 6, 2025, Cogent's Board approved a regular quarterly dividend of $1.015 per share payable on September 5, 2025 to shareholders of record on August 21, 2025. This third quarter 2025 regular dividend represents an increase of $0.005 per share, or 0.5%, from the second quarter 2025 regular dividend per share and an annual increase of 3.0% from the third quarter 2024 dividend per share.
The payment of any future dividends and any other returns of capital will be at the discretion of the Board and may be reduced, eliminated or increased and will be dependent upon Cogent's financial position, results of operations, available cash, cash flow, capital requirements, limitations under Cogent's debt indentures and other factors deemed relevant by the Board.
Stock Buyback Program
In Q2 2025, Cogent purchased 229,507 shares of its common stock for $11.5 million at an average price of $50.18 per share under its buyback program. In July 2025, Cogent purchased an additional 63,487 shares of its common stock for $3.1 million at an average price of $48.13 per share under its buyback program. As of July 31, 2025, there was $7.9 million available under the buyback program. On August 6, 2025, Cogent's Board approved a $100.0 million increase to its buyback program to continue through December 31, 2026.
Conference Call and Website Information
Cogent will host a conference call with financial analysts at 8:30 a.m. (ET) on August 7, 2025 to discuss Cogent's operating results for the second quarter of 2025. Investors and other interested parties may access a live audio webcast of the earnings call in the "Events" section of Cogent's website at www.cogentco.com/events. A replay of the webcast, together with the press release, will be available on the website following the earnings call. A downloadable file of Cogent's "Summary of Financial and Operational Results" and a transcript of its conference call will also be available on Cogent's website following the conference call.
About Cogent Communications
Cogent Communications (NASDAQ: CCOI) is a multinational, Tier 1 facilities-based ISP. Cogent specializes in providing businesses with high-speed Internet access, Ethernet transport, optical wavelength, optical transport and colocation services. Cogent's facilities-based, all-optical IP network backbone provides services in 302 markets globally.
Cogent Communications is headquartered at 2450 N Street, NW, Washington, D.C. 20037. For more information, visit www.cogentco.com. Cogent Communications can be reached in the United States at (202) 295-4200 or via email at [email protected].
COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES Summary of Financial and Operational Results | ||||||
Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | |
Metric ($ in 000's, except share, per share, | ||||||
On-Net revenue (15) (17) | $138,624 | $140,757 | $136,485 | $128,760 | $129,628 | $132,331 |
% Change from previous Qtr. | 0.4 % | 1.5 % | -3.0 % | -5.7 % | 0.7 % | 2.1 % |
Off-Net revenue | $118,178 | $111,451 | $111,291 | $113,190 | $107,274 | $102,177 |
% Change from previous Qtr. | -4.4 % | -5.7 % | -0.1 % | 1.7 % | -5.2 % | -4.8 % |
Wavelength revenue (1) | $3,327 | $3,625 | $5,287 | $6,966 | $7,119 | $9,057 |
% Change from previous Qtr. | 7.0 % | 9.0 % | 45.8 % | 31.8 % | 2.2 % | 27.2 % |
Non-Core revenue (2) | $6,039 | $4,610 | $4,139 | $3,375 | $3,027 | $2,682 |
% Change from previous Qtr. | -16.8 % | -23.7 % | -10.2 % | -18.5 % | -10.3 % | -11.4 % |
Service revenue – total (15) (17) | $266,168 | $260,443 | $257,202 | $252,291 | $247,048 | $246,247 |
% Change from previous Qtr. | -2.2 % | -2.2 % | -1.2 % | -1.9 % | -2.1 % | -0.3 % |
Constant currency total revenue quarterly growth | -2.3 % | -2.0 % | -1.5 % | -1.5 % | -1.9 % | -1.3 % |
Constant currency total revenue quarterly growth | 73.1 % | 8.8 % | -6.7 % | -7.1 % | -6.7 % | -6.0 % |
Constant currency and excise tax impact on total | -2.3 % | -1.5 % | -1.7 % | -2.0 % | -1.6 % | -1.2 % |
Constant currency and excise tax impact on total | 62.4 % | 5.4 % | -8.6 % | -7.3 % | -6.6 % | -6.3 % |
Excise Taxes included in service revenue (4) | $20,549 | $19,182 | $19,752 | $20,960 | $20,200 | $19,998 |
% Change from previous Qtr. | 0.6 % | -6.7 % | 3.0 % | 6.1 % | -3.6 % | -1.0 % |
IPv4 Revenue, included in On-Net revenue (19) | $10,151 | $10,938 | $11,236 | $12,560 | $14,413 | $15,320 |
% Change from previous Qtr. | 2.8 % | 7.8 % | 2.7 % | 11.8 % | 14.8 % | 6.3 % |
IPv4 Addresses Billed | 12,213,414 | 12,813,955 | 12,943,590 | 13,033,248 | 12,879,749 | 13,187,109 |
% Change from previous Qtr. | 6.8 % | 4.9 % | 1.0 % | 0.7 % | -1.2 % | 2.4 % |
Corporate revenue (5) | $124,864 | $119,557 | $116,244 | $113,070 | $110,686 | $109,047 |
% Change from previous Qtr. | -1.4 % | -4.3 % | -2.8 % | -2.7 % | -2.1 % | -1.5 % |
Net-centric revenue (5) (15) | $91,979 | $91,107 | $91,873 | $93,625 | $92,615 | $97,309 |
% Change from previous Qtr. | -1.3 % | -0.9 % | 0.8 % | 1.9 % | -1.1 % | 5.1 % |
Enterprise revenue (5) (17) | $49,325 | $49,781 | $49,085 | $45,596 | $43,747 | $39,891 |
% Change from previous Qtr. | -5.7 % | 0.9 % | -1.4 % | -7.1 % | -4.1 % | -8.8 % |
Network operations expenses (4) | $168,548 | $155,817 | $161,083 | $154,706 | $136,949 | $136,986 |
% Change from previous Qtr. | -3.2 % | -7.6 % | 3.4 % | -4.0 % | -11.5 % | 0.0 % |
GAAP gross profit (6) | $26,344 | $30,240 | $9,835 | $29,836 | $33,571 | $33,465 |
% Change from previous Qtr. | -11.4 % | 14.8 % | -67.5 % | 203.4 % | 12.5 % | -0.3 % |
GAAP gross margin (6) | 9.9 % | 11.6 % | 3.8 % | 11.8 % | 13.6 % | 13.6 % |
Non-GAAP gross profit (3) (7) | $97,620 | $104,626 | $96,119 | $97,585 | $110,099 | $109,261 |
% Change from previous Qtr. | -0.3 % | 7.2 % | -8.1 % | 1.5 % | 12.8 % | -0.8 % |
Non-GAAP gross margin (3) (7) | 36.7 % | 40.2 % | 37.4 % | 38.7 % | 44.6 % | 44.4 % |
Selling, general and administrative expenses (8) | $70,131 | $65,130 | $60,258 | $55,732 | $66,340 | $60,766 |
% Change from previous Qtr. | -6.4 % | -7.1 % | -7.5 % | -7.5 % | 19.0 % | -8.4 % |
Depreciation and amortization expense (18) | $70,891 | $74,036 | $85,815 | $67,272 | $76,038 | $75,290 |
% Change from previous Qtr. | 4.6 % | 4.4 % | 15.9 % | -21.6 % | 13.0 % | -1.0 % |
Equity-based compensation expense | $6,950 | $3,565 | $7,875 | $7,348 | $8,013 | $4,664 |
% Change from previous Qtr. | 4.0 % | -48.7 % | 120.9 % | -6.7 % | 9.1 % | -41.8 % |
Operating income (loss) | $(59,389) | $(47,143) | $(57,829) | $(32,767) | $(40,292) | $(31,459) |
% Change from previous Qtr. | -13.3 % | -20.6 % | 22.7 % | -43.3 % | 23.0 % | -21.9 % |
Interest expense (9) | $23,010 | $38,840 | $32,474 | $45,371 | $34,015 | $48,688 |
% Change from previous Qtr. | -34.1 % | 68.8 % | -16.4 % | 39.7 % | -25.0 % | 43.1 % |
Non-cash change in valuation – Swap Agreement | $6,152 | $(9,299) | $(5,597) | $(7,632) | $201 | $(8,911) |
Gain (reduction) - gain on bargain purchase (10) | $(5,470) | $27,673 | $- | $- | $- | $- |
Net loss | $(65,307) | $(32,338) | $(63,112) | $(43,317) | $(52,042) | $(57,807) |
Basic net loss per common share | $(1.38) | $(0.68) | $(1.33) | $(0.91) | $(1.09) | $(1.21) |
Diluted net loss per common share | $(1.38) | $(0.68) | $(1.33) | $(0.91) | $(1.09) | $(1.21) |
Weighted average common shares – basic | 47,416,268 | 47,511,613 | 47,426,131 | 47,540,833 | 47,676,735 | 47,592,836 |
% Change from previous Qtr. | 0.1 % | 0.2 % | -0.2 % | 0.2 % | 0.3 % | -0.2 % |
Weighted average common shares – diluted | 47,416,268 | 47,511,613 | 47,426,131 | 47,540,833 | 47,676,735 | 47,592,836 |
% Change from previous Qtr. | -1.3 % | 0.2 % | -0.2 % | 0.2 % | 0.3 % | -0.2 % |
EBITDA (3) | $18,452 | $27,126 | $35,861 | $41,853 | $43,759 | $48,495 |
% Change from previous Qtr. | 207.0 % | 47.0 % | 32.2 % | 16.7 % | 4.6 % | 10.8 % |
EBITDA margin (3) | 6.9 % | 10.4 % | 13.9 % | 16.6 % | 17.7 % | 19.7 % |
Sprint acquisition costs (14) | $9,037 | $12,370 | $- | $- | $- | $- |
Cash payments under IP Transit Services | $87,500 | $66,667 | $25,000 | $25,000 | $25,000 | $25,000 |
EBITDA, as adjusted for Sprint acquisition costs | $114,989 | $106,163 | $60,861 | $66,853 | $68,759 | $73,495 |
% Change from previous Qtr. | 4.1 % | -7.7 % | -42.7 % | 9.8 % | 2.9 % | 6.9 % |
EBITDA, as adjusted for Sprint acquisition costs | 43.2 % | 40.8 % | 23.7 % | 26.5 % | 27.8 % | 29.8 % |
Net cash provided by (used in) operating activities | $19,219 | $(22,171) | $(20,226) | $14,532 | $36,351 | $(44,039) |
% Change from previous Qtr. | 139.5 % | -215.4 % | 8.8 % | 171.8 % | 150.1 % | -221.1 % |
Capital expenditures | $40,883 | $48,767 | $59,244 | $46,104 | $58,088 | $56,200 |
% Change from previous Qtr. | -6.3 % | 19.3 % | 21.5 % | -22.2 % | 26.0 % | -3.3 % |
Principal payments of capital (finance) lease | $23,235 | $133,472 | $4,516 | $27,979 | $8,003 | $8,520 |
% Change from previous Qtr. | 23.5 % | 474.4 % | -96.6 % | 519.6 % | -71.4 % | 6.5 % |
Dividends paid (16) | $478 | $93,304 | $47,210 | $48,416 | $49,133 | $49,560 |
Gross Leverage Ratio (3) (11) | 3.57 | 4.06 | 4.94 | 5.72 | 6.69 | 8.65 |
Net Leverage Ratio (3) (11) | 3.17 | 3.14 | 4.13 | 5.07 | 6.08 | 7.52 |
Gross Leverage Ratio, adjusted for amounts Due | 2.64 | 3.37 | 4.16 | 4.91 | 5.81 | 7.74 |
Net Leverage Ratio, adjusted for amounts Due | 2.24 | 2.45 | 3.36 | 4.25 | 5.21 | 6.61 |
Gross Leverage Ratio under the Company's | 3.51 | 4.50 | 5.11 | 5.81 | 5.86 | 6.82 |
Net Leverage Ratio under the Company's | 3.14 | 3.50 | 4.33 | 5.15 | 5.33 | 6.14 |
Secured Leverage Ratio under the Company's | 2.33 | 2.49 | 2.90 | 3.38 | 3.44 | 4.20 |
Interest Coverage Ratio under the Company's | 4.05 | 4.06 | 3.85 | 2.88 | 2.80 | 2.43 |
Customer Connections – end of period (15) | ||||||
On-Net customer connections | 87,574 | 87,387 | 87,655 | 87,500 | 86,781 | 87,407 |
% Change from previous Qtr. | -0.8 % | -0.2 % | 0.3 % | -0.2 % | -0.8 % | 0.7 % |
Off-Net customer connections | 34,579 | 32,758 | 32,420 | 28,963 | 27,508 | 26,239 |
% Change from previous Qtr. | -5.7 % | -5.3 % | -1.0 % | -10.7 % | -5.0 % | -4.6 % |
Wavelength customer connections (1) | 693 | 754 | 1,041 | 1,118 | 1,322 | 1,469 |
% Change from previous Qtr. | 4.8 % | 8.8 % | 38.1 % | 7.4 % | 18.2 % | 11.1 % |
Non-Core customer connections (2) | 10,037 | 7,883 | 5,217 | 5,802 | 5,120 | 3,615 |
% Change from previous Qtr. | -16.2 % | -21.5 % | -33.8 % | 11.2 % | -11.8 % | -29.4 % |
Total customer connections (15) | 132,883 | 128,782 | 126,333 | 123,383 | 120,731 | 118,730 |
% Change from previous Qtr. | -3.4 % | -3.1 % | -1.9 % | -2.3 % | -2.1 % | -1.7 % |
Corporate customer connections (5) | 51,821 | 48,690 | 47,613 | 46,371 | 45,295 | 44,307 |
% Change from previous Qtr. | -4.9 % | -6.0 % | -2.2 % | -2.6 % | -2.3 % | -2.2 % |
Net-centric customer connections (5) (15) | 61,599 | 61,736 | 62,273 | 62,236 | 61,795 | 62,659 |
% Change from previous Qtr. | -1.2 % | 0.2 % | 0.9 % | -0.1 % | -0.7 % | 1.4 % |
Enterprise customer connections (5) (17) | 19,463 | 18,356 | 16,447 | 14,776 | 13,641 | 11,764 |
% Change from previous Qtr. | -6.2 % | -5.7 % | -10.4 % | -10.2 % | -7.7 % | -13.8 % |
On-Net Buildings – end of period | ||||||
Multi-Tenant office buildings | 1,861 | 1,864 | 1,870 | 1,871 | 1,867 | 1,871 |
Carrier neutral data center buildings | 1,376 | 1,393 | 1,410 | 1,423 | 1,453 | 1,471 |
Cogent data centers | 78 | 86 | 95 | 104 | 101 | 101 |
Cogent edge data centers | 6 | 43 | 49 | 55 | 79 | 86 |
Total on-net buildings | 3,321 | 3,386 | 3,424 | 3,453 | 3,500 | 3,529 |
Total carrier neutral data center nodes | 1,586 | 1,602 | 1,627 | 1,646 | 1,668 | 1,675 |
Wave enabled data centers | 295 | 516 | 657 | 808 | 883 | 938 |
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 | 1,017,918,826 |
Total Technical Buildings Owned (12) | 482 | 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 | 1,603,569 |
Network – end of period | ||||||
Intercity route miles – Leased | 76,211 | 75,965 | 77,561 | 79,621 | 79,867 | 73,075 |
Metro route miles – Leased | 25,977 | 27,373 | 28,510 | 29,802 | 30,788 | 31,297 |
Metro fiber miles – Leased | 79,138 | 80,042 | 84,476 | 87,678 | 90,696 | 92,631 |
Intercity route miles – Owned | 21,883 | 21,883 | 21,883 | 21,883 | 21,883 | 21,883 |
Metro route miles – Owned | 1,704 | 1,704 | 1,704 | 1,704 | 1,704 | 1,704 |
Connected networks – AS's | 8,098 | 8,135 | 8,212 | 8,250 | 8,240 | 8,085 |
Headcount – end of period (13) | ||||||
Sales force – quota bearing (13) | 677 | 656 | 655 | 650 | 629 | 628 |
Sales force – total (13) | 871 | 851 | 847 | 843 | 820 | 820 |
Total employees (13) | 1,955 | 1,901 | 1,908 | 1,916 | 1,899 | 1,889 |
Sales rep productivity – units per full time | 4.0 | 3.8 | 4.0 | 3.5 | 3.8 | 4.8 |
FTE – sales reps | 627 | 632 | 620 | 622 | 605 | 588 |
(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, $490 and $506 in the three-month periods ended March 31, 2024 through June 30, 2025 respectively. Network operations expense includes excise taxes, including Universal Service Fund fees, of $20,549, $19,182, $19,752, $20,960, $20,200 and $19,998 in the three-month periods ended March 31, 2024 through June 30, 2025, respectively.
(5) In connection with the acquisition of the Wireline Business, Cogent classified revenue and customer connections as follows:
(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, $7,523 and $4,158 in the three-month periods ended March 31, 2024 through June 30, 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, March 31, 2025 or June 30, 2025.
(9) As of June 30, 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, $12,081 and $9,769 for the three-month periods ended June 30, 2024, December 31, 2024 and June 30, 2025, 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) 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 |
(11) Includes cash payments under the IP Transit Services Agreement, as discussed above, of
(12) In connection with the acquisition of the Wireline Business, Cogent acquired 482 technical buildings. Cogent 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.
(14) In connection with the acquisition of the Wireline Business the Company incurred the following Sprint acquisition costs:
Included in Sprint acquisition costs were the following reimbursable severance costs:
(15) Net-centric revenue under the CSA (predominantly on-net revenue) was
Net-centric customer connections under the CSA were:
(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 $1.9 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.
(20) Amounts Due from T-Mobile include 1) Due from T-Mobile, IP Transit Services Agreement, current portion, 1) Due from T-Mobile, IP Transit Services Agreement, long-term portion and 3) Due from T-Mobile, Purchase Agreement, all amounts net of their applicable discounts. These amounts totaled $383,981, $323,650, $304,497, $284,979, $265,090 and $244,821 as of March 31, 2024 to June 30, 2025, respectively.
NM Not meaningful
Schedules of Non-GAAP Measures
EBITDA, EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Services Agreement, EBITDA margin and EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Services Agreement, margin
EBITDA represents net cash flows provided by operating activities plus changes in operating assets and liabilities, cash interest expense and cash income tax expense. Management believes the most directly comparable measure to EBITDA calculated in accordance with generally accepted accounting principles in the United States, or GAAP, is net cash provided by operating activities. The Company also believes that EBITDA is a measure frequently used by securities analysts, investors, and other interested parties in their evaluation of issuers. EBITDA, as adjusted for Sprint acquisition costs and cash payments under the IP Transit Services Agreement with T-Mobile, represents EBITDA plus costs related to the Company's acquisition of the Wireline Business and cash payments made to the Company under the IP Transit Agreement. EBITDA margin is defined as EBITDA divided by total service revenue. EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Agreement margin is defined as EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Agreement, divided by total service revenue.
The Company believes that EBITDA, EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Services Agreement, EBITDA margin and EBITDA as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Services Agreement margin are useful measures of its ability to service debt, fund capital expenditures, pay dividends and expand its business. The company believes its EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Services Agreement, is a useful measure because it includes recurring cash flows stemming from the IP Transit Services Agreement that are of the same type as contracted payments under commercial contracts. The measurements are an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial information. EBITDA, EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Agreement, EBITDA margin and EBITDA as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Agreement margin are not recognized terms under GAAP and accordingly, should not be viewed in isolation or as a substitute for the analysis of results as reported under GAAP, but rather as a supplemental measure to GAAP. For example, these measures are not intended to reflect the Company's free cash flow, as they do not consider certain current or future cash requirements, such as capital expenditures, contractual commitments, and changes in working capital needs, interest expenses and debt service requirements. The Company's calculations of these measures may also differ from the calculations performed by its competitors and other companies and as such, their utility as a comparative measure is limited.
EBITDA, and EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Services Agreement, are reconciled to net cash provided by operating activities in the table below.
Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | |
($ in 000's) – unaudited | ||||||
Net cash provided by (used in) operating activities | $19,219 | $(22,171) | $(20,226) | $14,532 | $36,351 | $(44,039) |
Changes in operating assets and liabilities | $(34,640) | $11,077 | $22,868 | $27,892 | $(26,614) | $42,244 |
Cash interest expense and income tax expense | 33,873 | 38,220 | 33,219 | (571) | 34,022 | 50,290 |
EBITDA | $18,452 | $27,126 | $35,861 | $41,853 | $43,759 | $48,495 |
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 | 25,000 |
EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company | $114,989 | $106,163 | $60,861 | $66,853 | $68,759 | $73,495 |
EBITDA margin | 6.9 % | 10.4 % | 13.9 % | 16.6 % | 17.7 % | 19.7 % |
EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company | 43.2 % | 40.8 % | 23.7 % | 26.5 % | 27.8 % | 29.8 % |
Constant currency revenue is reconciled to service revenue as reported in the tables below.
Constant currency impact on revenue changes – sequential periods
($ in 000's) – unaudited | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 |
Service revenue, as reported – current period | $266,168 | $260,443 | $257,202 | $252,291 | $247,048 | $246,247 |
Impact of foreign currencies on service revenue | (304) | 323 | (620) | 1,022 | 542 | (2,419) |
Service revenue - as adjusted for currency impact (1) | $265,864 | $260,766 | $256,582 | $253,313 | $247,590 | $243,828 |
Service revenue, as reported – prior sequential period | $272,099 | $266,168 | $260,443 | $257,202 | $252,291 | $247,048 |
Constant currency revenue increase (decrease) | $(6,235) | $(5,402) | $(3,861) | $(3,889) | $(4,701) | $(3,220) |
Constant currency revenue percent increase (decrease) | -2.3 % | -2.0 % | -1.5 % | -1.5 % | -1.9 % | -1.3 % |
(1) | Service revenue, as adjusted for currency impact, is determined by translating the service revenue for the current period at the average foreign currency exchange rates for the prior sequential period. The Company believes that disclosing quarterly sequential revenue growth without the impact of foreign currencies on service revenue is a useful measure of sequential revenue growth. Service revenue, as adjusted for currency impact, is an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial information. |
Constant currency impact on revenue changes – prior year periods
($ in 000's) – unaudited | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 |
Service revenue, as reported – current period | $266,168 | $260,443 | $257,202 | $252,291 | $247,048 | $246,247 |
Impact of foreign currencies on service revenue | (362) | 420 | (213) | 405 | 1,258 | (1,507) |
Service revenue - as adjusted for currency impact (2) | $265,806 | $260,863 | $256,989 | $252,696 | $248,306 | $244,740 |
Service revenue, as reported – prior year period | $153,588 | $239,806 | $275,429 | $272,099 | $266,168 | $260,443 |
Constant currency revenue increase | $112,218 | $21,057 | $(18,440) | $(19,403) | $(17,862) | $(15,703) |
Constant currency percent revenue increase | 73.1 % | 8.8 % | -6.7 % | -7.1 % | -6.7 % | -6.0 % |
(2) | Service revenue, as adjusted for currency impact, is determined by translating the service revenue for the current period at the average foreign currency exchange rates for the comparable prior year period. The Company believes that disclosing year over year revenue growth without the impact of foreign currencies on service revenue is a useful measure of revenue growth. Service revenue, as adjusted for currency impact, is an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial information. |
Revenue on a constant currency basis and adjusted for the impact of excise taxes is reconciled to service revenue as reported in the tables below.
Constant currency and excise tax impact on revenue changes – sequential periods
($ in 000's) – unaudited | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 |
Service revenue, as reported – current period | $266,168 | $260,443 | $257,202 | $252,291 | $247,048 | $246,247 |
Impact of foreign currencies on service revenue | (304) | 323 | (620) | 1,022 | 542 | (2,419) |
Impact of excise taxes on service revenue | (121) | 1,367 | (570) | (1,208) | 760 | 202 |
Service revenue - as adjusted for currency and excise taxes impact (3) | $265,743 | $262,133 | $256,012 | $252,105 | $248,350 | $244,030 |
Service revenue, as reported – prior sequential period | $272,099 | $266,168 | $260,443 | $257,202 | $252,291 | $247,048 |
Constant currency and excise taxes revenue increase (decrease) | $(6,356) | $(4,035) | $(4,431) | $(5,097) | $(3,941) | $(3,018) |
Constant currency and excise tax revenue percent increase (decrease) | -2.3 % | -1.5 % | -1.7 % | -2.0 % | -1.6 % | -1.2 % |
(3) | Service revenue, as adjusted for currency impact and the impact of excise taxes, is determined by translating the service revenue for the current period at the average foreign currency exchange rates for the prior sequential period and adjusting for the changes in excise taxes recorded as revenue between the periods presented. The Company believes that disclosing quarterly sequential revenue growth without the impact of foreign currencies and excise taxes on service revenue is a useful measure of sequential revenue growth. Service revenue, as adjusted for the impact of foreign currency and excise taxes, is an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial information. |
Constant currency and excise tax impact on revenue changes – prior year periods
($ in 000's) – unaudited | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 |
Service revenue, as reported – current period | $266,168 | $260,443 | $257,202 | $252,291 | $247,048 | $246,247 |
Impact of foreign currencies on service revenue | (362) | 420 | (213) | 405 | 1,258 | (1,507) |
Impact of excise taxes on service revenue | (16,356) | (8,142) | (5,195) | (532) | 349 | (816) |
Service revenue - as adjusted for currency and excise taxes impact (4) | $249,450 | $252,721 | $251,794 | $252,164 | $248,655 | $243,924 |
Service revenue, as reported – prior year period | $153,588 | $239,806 | $275,429 | $272,099 | $266,168 | $260,443 |
Constant currency and excise taxes revenue increase | $95,862 | $12,915 | $(23,635) | $(19,935) | $(17,513) | $(16,519) |
Constant currency and excise tax percent revenue increase | 62.4 % | 5.4 % | -8.6 % | -7.3 % | -6.6 % | -6.3 % |
(4) | Service revenue, as adjusted for currency impact and the impact of excise taxes, is determined by translating the service revenue for the current period at the average foreign currency exchange rates for the prior year period and adjusting for the changes in excise taxes recorded as revenue between the periods presented. The Company believes that disclosing quarterly sequential revenue growth without the impact of foreign currencies and excise taxes on service revenue is a useful measure of sequential revenue growth. Service revenue, as adjusted for the impact of foreign currency and excise taxes, is an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial information. |
Non-GAAP gross profit and non-GAAP gross margin
Non-GAAP gross profit and non-GAAP gross margin are reconciled to GAAP gross profit and GAAP gross margin in the table below.
Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | |
($ in 000's) – unaudited | ||||||
Service revenue total | $266,168 | $260,443 | $257,202 | $252,291 | $247,048 | $246,247 |
Minus - Network operations expense including equity-based compensation and | 239,824 | 230,203 | 247,367 | 222,455 | 213,477 | 212,782 |
GAAP Gross Profit (5) | $26,344 | $30,240 | $9,835 | $29,836 | $33,571 | $33,465 |
Plus - Equity-based compensation – network operations expense | 385 | 350 | 469 | 477 | 490 | 506 |
Plus – Depreciation and amortization expense | $70,891 | $74,036 | $85,815 | $67,272 | $76,038 | $75,290 |
Non-GAAP Gross Profit (6) | $97,620 | $104,626 | $96,119 | $97,585 | $110,099 | $109,261 |
GAAP Gross Margin (5) | 9.9 % | 11.6 % | 3.8 % | 11.8 % | 13.6 % | 13.6 % |
Non-GAAP Gross Margin (6) | 36.7 % | 40.2 % | 37.4 % | 38.7 % | 44.6 % | 44.4 % |
(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. Gross leverage, adjusted for amounts Due from T-Mobile, is defined as total debt minus amounts due from T-Mobile divided by the last 12 months EBITDA, as adjusted for Sprint acquisition costs and cash payments under the IP Transit Services Agreement. Net leverage, adjusted for amounts Due from T-Mobile, is defined as total net debt (total debt minus cash and cash equivalents) minus amounts due from T-Mobile 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 | As of | As of | As of | As of | As of |
Cash and cash equivalents & restricted cash | $163,274 | $426,241 | $316,092 | $227,916 | $183,970 | $306,725 |
Debt | ||||||
Capital (finance) leases – current portion | 64,043 | 21,253 | 21,939 | 21,225 | 24,685 | 26,523 |
Capital (finance) leases – long term | 453,473 | 405,176 | 460,632 | 517,161 | 543,852 | 578,634 |
Senior Secured 2032 Notes | 600,000 | |||||
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 | 380,400 | |
Senior Unsecured 2027 Notes | 450,000 | 750,000 | 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 | 2,335,557 |
Total net debt | 1,304,242 | 1,456,188 | 1,622,479 | 1,766,470 | 1,840,567 | 2,028,832 |
Trailing 12 months EBITDA, as adjusted for Sprint | 411,001 | 463,102 | 392,525 | 348,392 | 302,636 | 269,968 |
Gross leverage ratio | 3.57 | 4.06 | 4.94 | 5.72 | 6.69 | 8.65 |
Net leverage ratio | 3.17 | 3.14 | 4.13 | 5.07 | 6.08 | 7.52 |
Total amounts Due from T-Mobile | $383,981 | $323,650 | $304,497 | $284,979 | $265,090 | $244,821 |
Total debt, adjusted for amounts Due from T-Mobile | 1,083,535 | 1,558,779 | 1,634,074 | 1,709,407 | 1,759,447 | 2,090,736 |
Total net debt, adjusted for amounts Due from T-Mobile | 920,261 | 1,132,538 | 1,317,982 | 1,481,491 | 1,575,447 | 1,784,011 |
Gross leverage ratio, adjusted for amounts Due from T- | 2.64 | 3.37 | 4.16 | 4.91 | 5.81 | 7.74 |
Net leverage ratio, adjusted for amounts Due from T-Mobile | 2.24 | 2.45 | 3.36 | 4.25 | 5.21 | 6.61 |
Ratios under the Company's indentures
Consolidated Leverage Ratio is defined in the Company's Indentures as total debt divided by Consolidated Cash Flow (as defined in the Company's Indentures) for the most recently completed period of four consecutive fiscal quarters of the Company (the "Reference Period"), subject to certain adjustments provided for in the Company's Indentures. Secured Leverage Ratio is defined in the Company's Indentures as total secured debt divided by Consolidated Cash Flow for the Reference Period, subject to certain adjustments provided for in the Company's Indentures. Net leverage ratio is presented as total net debt (total debt minus cash and cash equivalents) divided by the last 12 months Consolidated Cash Flow. Net leverage ratio is not a defined term in the Company's Indentures. Fixed Charge Coverage Ratio is defined in the Company's Indentures as Consolidated Cash Flow for the Reference Period divided by Fixed Charges (as defined in the Company's Indentures) for the Reference Period, which largely consist of interest expense, subject to certain adjustments provided for in the Company's Indentures. Cogent's ratios are shown in the table below.
($ in 000's) – unaudited | As of | As of | As of | As of | As of | As of |
Cash and cash equivalents & restricted cash | 139,342 | 372,123 | 266,822 | 205,464 | $165,676 | $195,165 |
Debt | ||||||
Capital (finance) leases – current portion | 21,657 | 21,253 | 21,939 | 21,225 | 24,685 | 26,523 |
Capital (finance) leases – long term | 371,116 | 405,176 | 460,632 | 517,161 | 543,852 | 578,634 |
Letters of credit | 123 | 123 | 126 | 121 | 124 | 130 |
Senior Secured 2026 Notes | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |
Senior Secured 2032 Notes | 600,000 | |||||
Senior Unsecured 2027 Notes | 450,000 | 750,000 | 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 | 1,955,287 |
Total net debt | 1,203,554 | 1,304,429 | 1,465,875 | 1,583,043 | 1,652,985 | 1,760,122 |
Total secured debt | 892,896 | 926,552 | 982,697 | 1,038,507 | 1,068,661 | 1,205,287 |
Consolidated Cash Flow (2) | 382,850 | 372,621 | 338,892 | 307,655 | 310,345 | 286,881 |
Consolidated Leverage Ratio for the | 3.51 | 4.50 | 5.11 | 5.81 | 5.86 | 6.82 |
Net leverage ratio (1) | 3.14 | 3.50 | 4.33 | 5.15 | 5.33 | 6.14 |
Secured Leverage Ratio for the Reference | 2.33 | 2.49 | 2.90 | 3.38 | 2.58 | 4.20 |
Fixed Charges for the Reference Period (2) | 94,614 | 91,723 | 88,057 | 106,877 | 110,704 | 118,290 |
Fixed Charge Coverage Ratio for the | 4.05 | 4.06 | 3.85 | 2.88 | 2.80 | 2.43 |
(1) | Net leverage ratio is not a defined term under the Company's Indentures. |
(2) | Consolidated Cash Flow as defined in the Company's $600.0 million Secured 2032 Notes issued in June 2025, includes cash payments under the IP Transit Services Agreement with TMUSA. Cash payments under the IP Transit Services Agreement with TMUSA for the for the most recently completed period of four consecutive fiscal quarters of the Company were $100.0 million. |
Ratios under the Company's $600 million 2032 Secured Notes | |
Q2-2025 | |
Consolidated Cash Flow under the Indentures | 286,881 |
PLUS: Cash Payments under IP Transit Services Agreement with TMUSA | 100,000 |
Consolidated Cash Flow - $600.0 million Secured 2032 Notes | 386,881 |
Consolidated Leverage Ratio for the Reference Period - $600.0 million Secured 2032 Notes | 5.05 |
Net leverage ratio - $600.0 million Secured 2032 Notes (1) | 4.55 |
Secured Leverage Ratio for the Reference Period - $600.0 million 2032 Notes | 3.12 |
Fixed Charges for the Reference Period | 118,290 |
Fixed Charge Coverage Ratio for the Reference Period - $600.0 million 2032 Notes | 3.27 |
Cogent's SEC filings are available online via the Investor Relations section of www.cogentco.com or on the Securities and Exchange Commission's website at www.sec.gov.
COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2025 AND DECEMBER 31, 2024 (IN THOUSANDS, EXCEPT SHARE DATA) | ||||||
June 30, 2025 | December 31, 2024 | |||||
(Unaudited) | ||||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | 213,651 | $ | 198,486 | ||
Restricted cash | 93,074 | 29,430 | ||||
Accounts receivable, net of allowance for credit losses of $8,390 and $9,762, respectively | 95,127 | 96,934 | ||||
Due from T-Mobile, IP Transit Services Agreement, current portion, net of discount of $13,720 and $16,915, | 86,280 | 83,085 | ||||
Due from T-Mobile, Transition Services Agreement | 119 | 62 | ||||
Prepaid expenses and other current assets | 72,720 | 74,104 | ||||
Total current assets | 560,971 | 482,101 | ||||
Property and equipment: | ||||||
Property and equipment | 3,546,033 | 3,319,731 | ||||
Accumulated depreciation and amortization | (1,820,651) | (1,655,564) | ||||
Total property and equipment, net | 1,725,382 | 1,664,167 | ||||
Right-of-use leased assets | 325,681 | 324,315 | ||||
IPv4 intangible asset | 458,000 | 458,000 | ||||
Other intangible assets, net | 12,147 | 13,029 | ||||
Deposits and other assets | 29,809 | 29,596 | ||||
Due from T-Mobile, IP Transit Services Agreement, net of discount of $6,343 and $12,312, respectively | 135,323 | 179,534 | ||||
Due from T-Mobile, Purchase Agreement, net of discount of $4,897 and $5,755, respectively | 23,218 | 22,360 | ||||
Total assets | $ | 3,270,531 | $ | 3,173,102 | ||
Liabilities and stockholders' equity | ||||||
Current liabilities: | ||||||
Accounts payable | $ | 49,169 | $ | 39,805 | ||
Accrued and other current liabilities | 116,653 | 134,609 | ||||
Due to T-Mobile – Transition Services Agreement | 9 | 525 | ||||
Current maturities, operating lease liabilities | 50,932 | 57,172 | ||||
Finance lease obligations, current maturities | 26,523 | 21,225 | ||||
Total current liabilities | 243,286 | 253,336 | ||||
Senior secured 2026 notes, net of unamortized debt costs of $375 and discount of $499 | — | 499,126 | ||||
Senior unsecured 2027 notes, net of unamortized debt costs of $1,632 and $2,013, respectively, and | 742,644 | 740,934 | ||||
Secured IPv4 notes, net of unamortized debt costs of $9,880 and $6,702, respectively | 370,520 | 199,298 | ||||
Senior secured 2032 notes, net of unamortized debt costs of $2,143 | 597,857 | — | ||||
Operating lease liabilities, net of current maturities | 298,515 | 302,004 | ||||
Finance lease obligations, net of current maturities | 578,634 | 517,161 | ||||
Deferred income tax liabilities | 362,464 | 398,266 | ||||
Other long-term liabilities | 29,943 | 40,129 | ||||
Total liabilities | 3,223,863 | 2,950,254 | ||||
Commitments and contingencies: | ||||||
Stockholders' equity: | ||||||
Common stock, $0.001 par value; 75,000,000 shares authorized; 49,246,196 and 49,034,925 shares issued and | 49 | 49 | ||||
Additional paid-in capital | 632,702 | 629,829 | ||||
Accumulated other comprehensive loss | (1,196) | (30,685) | ||||
Accumulated deficit | (584,887) | (376,345) | ||||
Total stockholders' equity | 46,668 | 222,848 | ||||
Total liabilities and stockholders' equity | $ | 3,270,531 | $ | 3,173,102 | ||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND JUNE 30, 2024 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) | ||||||
Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | |||||
(Unaudited) | (Unaudited) | |||||
Service revenue | $ | 246,247 | $ | 260,443 | ||
Operating expenses: | ||||||
Network operations (including $506 and $350 of equity-based compensation expense, respectively, | 137,492 | 156,167 | ||||
Selling, general, and administrative (including $4,158 and $3,215 of equity-based compensation | 64,924 | 68,345 | ||||
Acquisition costs – Sprint | — | 12,370 | ||||
Depreciation and amortization | 75,290 | 74,036 | ||||
Total operating expenses | 277,706 | 310,918 | ||||
Gain on lease termination | — | 3,332 | ||||
Operating loss | (31,459) | (47,143) | ||||
Interest expense, including change in valuation interest rate swap agreement | (39,777) | (29,541) | ||||
Loss on debt extinguishment and redemption – 2026 notes | (5,606) | — | ||||
Gain on bargain purchase – Sprint | — | 27,673 | ||||
Interest income – IP Transit Services Agreement | 4,299 | 5,934 | ||||
Interest income – Purchase Agreement | 433 | 402 | ||||
Interest income and other, net | (2,415) | 2,484 | ||||
Loss before income taxes | (74,525) | (40,191) | ||||
Income tax benefit | 16,718 | 7,853 | ||||
Net loss | $ | (57,807) | $ | (32,338) | ||
Comprehensive loss: | ||||||
Net loss | $ | (57,807) | $ | (32,338) | ||
Foreign currency translation adjustment | 17,737 | (1,722) | ||||
Comprehensive loss | $ | (40,070) | $ | (34,060) | ||
Net loss per common share: | ||||||
Basic net loss per common share | $ | (1.21) | $ | (0.68) | ||
Diluted net loss per common share | $ | (1.21) | $ | (0.68) | ||
Dividends declared per common share | $ | 1.010 | $ | 0.975 | ||
Weighted-average common shares - basic | 47,592,836 | 47,511,613 | ||||
Weighted-average common shares - diluted | 47,592,836 | 47,511,613 | ||||
COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND JUNE 30, 2024 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) | ||||||
Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |||||
(Unaudited) | (Unaudited) | |||||
Service revenue | $ | 493,298 | $ | 526,613 | ||
Operating expenses: | ||||||
Network operations (including $996 and $735 of equity-based compensation expense, respectively, | 274,930 | 324,752 | ||||
Selling, general, and administrative (including $11,681 and $9,781 of equity-based compensation | 138,787 | 145,392 | ||||
Acquisition costs – Sprint | — | 21,407 | ||||
Depreciation and amortization | 151,328 | 144,930 | ||||
Total operating expenses | 565,045 | 636,481 | ||||
Gain on lease termination | — | 3,332 | ||||
Operating loss | (71,747) | (106,536) | ||||
Interest expense, including change in valuation interest rate swap agreement | (73,971) | (58,703) | ||||
Loss on debt extinguishment and redemption – 2026 notes | (5,606) | — | ||||
Gain on bargain purchase – Sprint | — | 22,202 | ||||
Interest income – IP Transit Services Agreement | 8,984 | 13,264 | ||||
Interest income (loss) – Purchase Agreement | 858 | (78) | ||||
Interest income and other, net | (3,306) | 5,226 | ||||
Loss before income taxes | (144,788) | (124,625) | ||||
Income tax benefit | 34,939 | 26,980 | ||||
Net loss | $ | (109,849) | $ | (97,645) | ||
Comprehensive loss: | ||||||
Net loss | $ | (109,849) | $ | (97,645) | ||
Foreign currency translation adjustment | 29,489 | (6,756) | ||||
Comprehensive loss | $ | (80,360) | $ | (104,401) | ||
Net loss per common share: | ||||||
Basic net loss per common share | $ | (2.30) | $ | (2.06) | ||
Diluted net loss per common share | $ | (2.30) | $ | (2.06) | ||
Dividends declared per common share | $ | 2.015 | $ | 1.940 | ||
Weighted-average common shares - basic | 47,804,421 | 47,408,786 | ||||
Weighted-average common shares - diluted | 47,804,421 | 47,408,786 | ||||
COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND JUNE 30, 2024 (IN THOUSANDS) | ||||||
Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | |||||
(Unaudited) | (Unaudited) | |||||
Cash flows from operating activities: | ||||||
Net loss | $ | (57,807) | $ | (32,338) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 75,290 | 74,039 | ||||
Amortization of debt costs and discounts | 1,342 | 764 | ||||
Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements | (4,731) | (6,336) | ||||
Equity-based compensation expense (net of amounts capitalized) | 4,664 | 3,566 | ||||
Loss on debt extinguishment and redemption – 2026 notes | 5,606 | — | ||||
Gain on bargain purchase – Sprint Business | — | (27,673) | ||||
Gain on finance lease termination | — | (3,332) | ||||
Deferred income taxes | (17,248) | (10,485) | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | (7,172) | (4,507) | ||||
Prepaid expenses and other current assets | (8,483) | 12,010 | ||||
Due to T-Mobile – Transition Services Agreement | (209) | (3,530) | ||||
Due from T-Mobile – Transition Services Agreement | (119) | (8,619) | ||||
Accounts payable, accrued liabilities and other long-term liabilities | (35,933) | (16,400) | ||||
Deposits and other assets | 761 | 670 | ||||
Net cash used in operating activities | (44,039) | (22,171) | ||||
Cash flows from investing activities: | ||||||
Cash receipts - IP Transit Services Agreement – T-Mobile | 25,000 | 66,667 | ||||
Acquisition of Sprint Business – severance reimbursement | — | 7,989 | ||||
Purchases of property and equipment | (56,200) | (48,767) | ||||
Net cash (used in) provided by investing activities | (31,200) | 25,889 | ||||
Cash flows from financing activities: | ||||||
Dividends paid | (49,560) | (93,304) | ||||
Purchases of common stock | (11,517) | (7,968) | ||||
Net proceeds from issuance of senior unsecured 2027 notes - net of discount of $6.8 million and debt | — | 291,879 | ||||
Net proceeds from issuance of secured IPv4 notes – net of debt costs of $4.0 million and $7.6 million, | 170,479 | 198,420 | ||||
Net proceeds from issuance of senior secured 2032 notes - net of debt costs of $2.2 million | 597,842 | — | ||||
Debt extinguishment and redemption – 2026 notes | (505,000) | — | ||||
Proceeds from exercises of stock options | 30 | 40 | ||||
Settlement of finance lease – at a discount | — | (114,576) | ||||
Principal payments of finance lease obligations | (8,520) | (18,896) | ||||
Net cash provided by financing activities | 193,754 | 255,595 | ||||
Effect of exchange rates changes on cash | 4,240 | 3,654 | ||||
Net increase in cash, cash equivalents and restricted cash | 122,755 | 262,967 | ||||
Cash, cash equivalents and restricted cash, beginning of period | 183,970 | 163,274 | ||||
Cash, cash equivalents and restricted cash, end of period | $ | 306,725 | $ | 426,241 | ||
COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND JUNE 30, 2024 (IN THOUSANDS) | ||||||
Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |||||
(Unaudited) | (Unaudited) | |||||
Cash flows from operating activities: | ||||||
Net loss | $ | (109,849) | $ | (97,645) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 151,328 | 144,930 | ||||
Amortization of debt costs and discounts | 2,534 | 1,106 | ||||
Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements | (9,842) | (13,186) | ||||
Equity-based compensation expense (net of amounts capitalized) | 12,677 | 10,516 | ||||
Loss on debt extinguishment and redemption – 2026 notes | 5,606 | — | ||||
Gain on bargain purchase – Sprint | — | (22,202) | ||||
Gain on finance lease termination | — | (3,332) | ||||
Deferred income taxes | (35,802) | (43,554) | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | 1,807 | 23,799 | ||||
Prepaid expenses and other current assets | (6,222) | 12,900 | ||||
Due to T-Mobile – Transition Services Agreement | (516) | (64,622) | ||||
Due from T-Mobile – Transition Services Agreement | (57) | (11,671) | ||||
Accounts payable, accrued liabilities and other long-term liabilities | (17,784) | 62,698 | ||||
Deposits and other assets | (1,567) | (2,688) | ||||
Net cash used in operating activities | (7,687) | (2,951) | ||||
Cash flows from investing activities: | ||||||
Cash receipts - IP Transit Services Agreement – T-Mobile | 50,000 | 154,167 | ||||
Acquisition of Sprint – severance reimbursement | — | 12,323 | ||||
Purchases of property and equipment | (114,288) | (89,650) | ||||
Net cash (used in) provided by investing activities | (64,288) | 76,840 | ||||
Cash flows from financing activities: | ||||||
Dividends paid | (98,693) | (93,782) | ||||
Purchases of common stock | (11,517) | (7,968) | ||||
Net proceeds from issuance of senior unsecured 2027 notes - net of discount of $6.8 million and | — | 291,879 | ||||
Net proceeds from issuance of secured IPv4 notes – net of debt costs of $4.0 million and $7.6 | 170,479 | 198,420 | ||||
Net proceeds from issuance of senior secured 2032 notes - net of debt costs of $2.2 million | 597,842 | — | ||||
Debt extinguishment and redemption – 2026 notes | (505,000) | — | ||||
Proceeds from exercises of stock options | 151 | 204 | ||||
Settlement of finance lease – at a discount | — | (114,576) | ||||
Principal payments of finance lease obligations | (16,523) | (42,131) | ||||
Net cash provided by financing activities | 136,739 | 232,046 | ||||
Effect of exchange rates changes on cash | 14,045 | 6,525 | ||||
Net increase in cash, cash equivalents and restricted cash | 78,809 | 312,460 | ||||
Cash, cash equivalents and restricted cash, beginning of period | 227,916 | 113,781 | ||||
Cash, cash equivalents and restricted cash, end of period | $ | 306,725 | $ | 426,241 | ||
Except for historical information and discussion contained herein, statements contained in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to statements identified by words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," "projects" and similar expressions. The statements in this release are based upon the current beliefs and expectations of Cogent's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Numerous factors could cause or contribute to such differences, including the impact of our acquisition of the Wireline Business, including our difficulties integrating our business with the acquired Wireline Business, which may result in the combined company not operating as effectively or efficiently as expected; transition services required to support the acquired Wireline Business and the related costs continuing for a longer period than expected; transition related costs associated with the acquisition; the COVID-19 pandemic and the related government policies; future economic instability in the global economy, including the risk of economic recession, recent bank failures and liquidity concerns at certain other banks or a contraction of the capital markets, which could affect spending on Internet services and our ability to engage in financing activities; the impact of changing foreign exchange rates (in particular the Euro to USD and Canadian dollar to USD exchange rates) on the translation of our non-USD denominated revenues, expenses, assets and liabilities; legal and operational difficulties in new markets; the imposition of a requirement that we contribute to the US Universal Service Fund on the basis of our Internet revenue; changes in government policy and/or regulation, including net neutrality rules by the United States Federal Communications Commission and in the area of data protection; cyber-attacks or security breaches of our network; increasing competition leading to lower prices for our services; our ability to attract new customers and to increase and maintain the volume of traffic on our network; the ability to maintain our Internet peering arrangements and right-of-way agreements on favorable terms; our reliance on a few equipment vendors, and the potential for hardware or software problems associated with such equipment; the dependence of our network on the quality and dependability of third-party fiber and right-of-way providers; our ability to retain certain customers that comprise a significant portion of our revenue base; the management of network failures and/or disruptions; our ability to make payments on our indebtedness as they become due and outcomes in litigation, risks associated with variable interest rates under our interest rate swap agreement, and outcomes in litigation as well as other risks discussed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year December 31, 2024 and our Form 10-Q for the quarterly periods ended June 30, 2024, September 30, 2024, March 31, 2025 and June 30, 2025. Cogent undertakes no duty to update any forward-looking statement or any information contained in this press release or in other public disclosures at any time.
SOURCE Cogent Communications Holdings, Inc.
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