Cogent Communications Reports Fourth Quarter 2025 and Full Year 2025 Results
Financial and Business Highlights
WASHINGTON, Feb. 20, 2026 /PRNewswire/ -- Cogent Communications Holdings, Inc. (NASDAQ: CCOI) ("Cogent") today announced service revenue of $240.5 million for the three months ended December 31, 2025, a decrease of 0.6% from the three months ended September 30, 2025 and a decrease of 4.7% from the three months ended December 31, 2024. Service revenue was $1,036.1 million for the year ended December 31, 2024 and $975.8 million for the year ended December 31, 2025.
On the closing date of the Sprint acquisition, Cogent and T-Mobile entered into a commercial agreement (the "Commercial Agreement"), for colocation and connectivity services. Revenue under the Commercial Agreement, primarily classified as on-net revenue and net-centric revenue, was $0.4 million for the three months ended December 31, 2025, $0.4 million for the three months ended September 30, 2025, $1.5 million for the three months ended December 31, 2024, $14.7 million for the year ended December 31, 2024 and $2.6 million for the year ended December 31, 2025.
Foreign exchange rates negatively impacted service revenue growth from the three months ended September 30, 2025 to the three months ended December 31, 2025 by $0.2 million, positively impacted service revenue growth from the three months ended December 31, 2024 to the three months ended December 31, 2025 by $2.7 million and positively impacted service revenue growth from the year ended December 31, 2024 to the year ended December 31, 2025 by $4.6 million. On a constant currency basis, service revenue decreased by 0.5% from the three months ended September 30, 2025 to the three months ended December 31, 2025, decreased by 5.7% from the three months ended December 31, 2024 to the three months ended December 31, 2025, and decreased by 6.3% for the year ended December 31, 2024 to the year ended December 31, 2025.
On-net service is provided to customers located in buildings that are physically connected to Cogent's network by Cogent facilities. On-net revenue was $134.3 million for the three months ended December 31, 2025, a decrease of 0.7% from the three months ended September 30, 2025 and an increase of 4.3% from the three months ended December 31, 2024. On-net revenue was $531.5 million for the year ended December 31, 2025; a decrease of 2.4% over the year ended December 31, 2024.
Off-net customers are located in buildings directly connected to Cogent's network using other carriers' facilities and services to provide the last mile portion of the link from the customers' premises to Cogent's network. Off-net revenue was $92.9 million for the three months ended December 31, 2025, a decrease of 2.3% from the three months ended September 30, 2025 and a decrease of 17.9% from the three months ended December 31, 2024. Off-net revenue was $397.5 million for the year ended December 31, 2025; a decrease of 12.5% over the year ended December 31, 2024.
Wavelength revenue was $12.1 million for the three months ended December 31, 2025, an increase of 18.8% from the three months ended September 30, 2025 and an increase of 73.7% from the three months ended December 31, 2024. Wavelength revenue was $38.5 million for the year ended December 31, 2025; an increase of 100.3% over the year ended December 31, 2024.
Non-core services are legacy services, which Cogent acquired and continues to support but does not actively sell. Non-core revenue was $1.2 million for the three months ended December 31, 2025, $1.4 million for the three months ended September 30, 2025, $3.4 million for the three months ended December 31, 2024. Non-core revenue was $8.3 million for the year ended December 31, 2025; a decrease of 54.1% from $18.2 million for the year ended December 31, 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 increased by 7.8% from the three months ended September 30, 2025 to $53.7 million for the three months ended December 31, 2025 and increased by 80.1% from the three months ended December 31, 2024. GAAP gross profit increased by 77.3% from the year ended December 31, 2024 to $170.6 million for the year ended December 31, 2025.
GAAP gross margin was 22.3% for the three months ended December 31, 2025, 20.6% for the three months ended September 30, 2025, 11.8% for the three months ended December 31, 2024, 9.3% for the year ended December 31, 2024 and 17.5% for the year ended December 31, 2025.
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 1.5% from the three months ended September 30, 2025 to $112.5 million for the three months ended December 31, 2025 and increased by 15.3% from the three months ended December 31, 2024. Non-GAAP gross profit increased by 11.8% from the year ended December 31, 2024 to $442.7 million for the year ended December 31, 2025.
Non-GAAP gross margin was 46.8% for the three months ended December 31, 2025, 45.8% for the three months ended September 30, 2025, 38.7% for the three months ended December 31, 2024, 38.2% for the year ended December 31, 2024 and 45.4% for the year ended December 31, 2025.
Net cash provided by (used in) operating activities was $(6.0) million for the three months ended December 31, 2025, $3.1 million for the three months ended September 30, 2025 and $14.5 million for the three months ended December 31, 2024. Net cash provided by (used in) operating activities was $(8.6) million for the year ended December 31, 2024 and was $(10.6) million for the year ended December 31, 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 $25.0 million, $25.0 million and $25.0 million in the three months ended December 31, 2024, September 30, 2025 and December 31, 2025, respectively. Amounts paid under the IP Transit Services Agreement were $204.2 million in the year ended December 31, 2024 and $100.0 million in the year ended December 31, 2025.
Earnings before interest, taxes, depreciation and amortization (EBITDA), was $51.7 million for the three months ended December 31, 2025, $48.8 million for the three months ended September 30, 2025 and $41.9 million for the three months ended December 31, 2024. EBITDA was $122.8 million for the year ended December 31, 2024 and $192.8 million for the year ended December 31, 2025.
EBITDA margin, was 21.5% for the three months ended December 31, 2025, 20.2% for the three months ended September 30, 2025 and 16.6% for the three months ended December 31, 2024. EBITDA margin was 11.9% for the year ended December 31, 2024 and 19.8% for the year ended December 31, 2025.
Earnings before interest, taxes, depreciation and amortization (EBITDA), as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement, was $76.7 million for the three months ended December 31, 2025, $73.8 million for the three months ended September 30, 2025 and $66.9 million for the three months ended December 31, 2024. EBITDA, as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement was $348.4 million for the year ended December 31, 2024 and $292.8 million for the year ended December 31, 2025. Cash paid under the IP Transit Services Agreement was $204.2 million for the year ended December 31, 2024 and $100.0 million for the year ended December 31, 2025, a decrease of $104.2 million from the year ended December 31, 2024 to the year ended December 31, 2025,
EBITDA margin, as adjusted for Sprint acquisition costs and cash paid under the IP Transit Services Agreement, was 31.9% for the three months ended December 31, 2025, 30.5% for the three months ended September 30, 2025 and 26.5% for the three months ended December 31, 2024. EBITDA, as adjusted, for Sprint acquisition costs and cash paid under the IP Transit Services Agreement margin was 33.6% for the year ended December 31, 2024 and 30.0% for the year ended December 31, 2025.
Basic and diluted net (loss) per share was $(0.64) for the three months ended December 31, 2025, $(0.87) for the three months ended September 30, 2025 and was $(0.91) for the three months ended December 31, 2024. Basic and diluted net (loss) per share was $(3.80) for the year ended December 31, 2025 and was $(4.28) for the year ended December 31, 2024.
Total customer connections decreased by 4.7% from December 31, 2024 to 117,643 as of December 31, 2025 and decreased by 0.5% from September 30, 2025. On-net customer connections increased by 0.5% from December 31, 2024 to 87,944 as of December 31, 2025 and increased by 0.2% from September 30, 2025. Off-net customer connections decreased by 14.9% from December 31, 2024 to 24,656 as of December 31, 2025 and decreased by 3.4% from September 30, 2025. Wavelength customer connections increased by 84.6% from December 31, 2024 to 2,064 as of December 31, 2025 and increased by 17.9% from September 30, 2025. Non-core customer connections were 2,979 as of December 31, 2025, 3,244 as of September 30, 2025 and 5,802 as of December 31, 2024.
The number of on-net buildings increased by 126 on-net buildings from December 31, 2024 to 3,579 as of December 31, 2025 and increased by 42 on-net buildings from September 30, 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 December 31, 2025, Cogent was offering optical wavelength services in 1,068 locations in the United States, Mexico and Canada.
Quarterly Dividend Approved
On February 18, 2026, Cogent's Board approved a regular quarterly dividend of $0.02 per share payable on March 20, 2026 to shareholders of record on March 6, 2026.
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.
Tax Treatment of 2025 Dividends
Cogent paid four quarterly dividends in 2025 totaling $150.1 million, or $3.05 per share. The expected tax treatment of these dividends is generally that 100.0% are treated as a return of capital and 0.0% 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.
Conference Call and Website Information
Cogent will host a conference call with financial analysts at 8:30 a.m. (ET) on February 20, 2026 to discuss Cogent's operating results for the fourth quarter of 2025 and full year 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 305 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
Q3 2025
Q4 2025
Metric ($ in
000's, except
share, per
share,
customer
connections
and network
related data) –
unaudited
On-Net
revenue (15)
(17)
$138,624
$140,757
$136,485
$128,760
$129,628
$132,331
$135,267
$134,281
% Change
from previous
Qtr.
0.4 %
1.5 %
-3.0 %
-5.7 %
0.7 %
2.1 %
2.2 %
-0.7 %
Off-Net
revenue
$118,178
$111,451
$111,291
$113,190
$107,274
$102,177
$95,111
$92,909
% Change
from previous
Qtr.
-4.4 %
-5.7 %
-0.1 %
1.7 %
-5.2 %
-4.8 %
-6.9 %
-2.3 %
Wavelength
revenue (1)
$3,327
$3,625
$5,287
$6,966
$7,119
$9,057
$10,179
$12,097
% Change
from previous
Qtr.
7.0 %
9.0 %
45.8 %
31.8 %
2.2 %
27.2 %
12.4 %
18.8 %
Non-Core
revenue (2)
$6,039
$4,610
$4,139
$3,375
$3,027
$2,682
$1,392
$1,231
% Change
from previous
Qtr.
-16.8 %
-23.7 %
-10.2 %
-18.5 %
-10.3 %
-11.4 %
-48.1 %
-11.6 %
Service
revenue –
total (15) (17)
$266,168
$260,443
$257,202
$252,291
$247,048
$246,247
$241,949
$240,518
% Change
from previous
Qtr.
-2.2 %
-2.2 %
-1.2 %
-1.9 %
-2.1 %
-0.3 %
-1.7 %
-0.6 %
Constant
currency total
revenue
quarterly
growth rate –
sequential
quarters (3)
(15) (17)
-2.3 %
-2.0 %
-1.5 %
-1.5 %
-1.9 %
-1.3 %
-2.1 %
-0.5 %
Constant
currency total
revenue
quarterly
growth rate –
year over year
quarters (3)
(15) (17)
73.1 %
8.8 %
-6.7 %
-7.1 %
-6.7 %
-6.0 %
-6.6 %
-5.7 %
Constant
currency and
excise tax
impact on
total revenue
quarterly
growth rate –
sequential
quarters (3)
(15) (17)
-2.3 %
-1.5 %
-1.7 %
-2.0 %
-1.6 %
-1.2 %
-1.8 %
-0.8 %
Constant
currency and
excise tax
impact on
total revenue
quarterly
growth rate –
year over year
quarters (3)
(15) (17)
62.4 %
5.4 %
-8.6 %
-7.3 %
-6.6 %
-6.3 %
-6.4 %
-5.3 %
Excise Taxes
included in
service
revenue (4)
$20,549
$19,182
$19,752
$20,960
$20,200
$19,998
$19,188
$19,786
% Change
from previous
Qtr.
0.6 %
-6.7 %
3.0 %
6.1 %
-3.6 %
-1.0 %
-4.1 %
3.1 %
IPv4 Revenue,
included in
On-Net
revenue (19)
$10,151
$10,938
$11,236
$12,560
$14,413
$15,320
$17,475
$17,323
% Change
from previous
Qtr.
2.8 %
7.8 %
2.7 %
11.8 %
14.8 %
6.3 %
14.1 %
-0.9 %
IPv4
Addresses
Billed
12,213,414
12,813,955
12,943,590
13,033,248
12,879,749
13,187,109
14,600,974
15,274,488
% Change
from previous
Qtr.
6.8 %
4.9 %
1.0 %
0.7 %
-1.2 %
2.4 %
10.7 %
4.6 %
Corporate
revenue (5)
$124,864
$119,557
$116,244
$113,070
$110,686
$109,047
$105,201
$102,817
% Change
from previous
Qtr.
-1.4 %
-4.3 %
-2.8 %
-2.7 %
-2.1 %
-1.5 %
-3.5 %
-2.3 %
Net-centric
revenue (5)
(15)
$91,979
$91,107
$91,873
$93,625
$92,615
$97,309
$100,288
$103,353
% Change
from previous
Qtr.
-1.3 %
-0.9 %
0.8 %
1.9 %
-1.1 %
5.1 %
3.1 %
3.1 %
Enterprise
revenue (5)
(17)
$49,325
$49,781
$49,085
$45,596
$43,747
$39,891
$36,460
$34,348
% Change
from previous
Qtr.
-5.7 %
0.9 %
-1.4 %
-7.1 %
-4.1 %
-8.8 %
-8.6 %
-5.8 %
Network
operations
expenses (4)
$168,548
$155,817
$161,083
$154,706
$136,949
$136,986
$131,107
$128,035
% Change
from previous
Qtr.
-3.2 %
-7.6 %
3.4 %
-4.0 %
-11.5 %
0.0 %
-4.3 %
-2.3 %
GAAP gross
profit (6)
$26,344
$30,240
$9,835
$29,836
$33,571
$33,465
$49,843
$53,742
% Change
from previous
Qtr.
-11.4 %
14.8 %
-67.5 %
203.4 %
12.5 %
-0.3 %
48.9 %
7.8 %
GAAP gross
margin (6)
9.9 %
11.6 %
3.8 %
11.8 %
13.6 %
13.6 %
20.6 %
22.3 %
Non-GAAP
gross profit
(3) (7)
$97,620
$104,626
$96,119
$97,585
$110,099
$109,261
$110,842
$112,483
% Change
from previous
Qtr.
-0.3 %
7.2 %
-8.1 %
1.5 %
12.8 %
-0.8 %
1.4 %
1.5 %
Non-GAAP
gross margin
(3) (7)
36.7 %
40.2 %
37.4 %
38.7 %
44.6 %
44.4 %
45.8 %
46.8 %
Selling,
general and
administrative
expenses (8)
$70,131
$65,130
$60,258
$55,732
$66,340
$60,766
$62,061
$60,740
% Change
from previous
Qtr.
-6.4 %
-7.1 %
-7.5 %
-7.5 %
19.0 %
-8.4 %
2.1 %
-2.1 %
Depreciation
and
amortization
expense (18)
$70,891
$74,036
$85,815
$67,272
$76,038
$75,290
$60,429
$58,422
% Change
from previous
Qtr.
4.6 %
4.4 %
15.9 %
-21.6 %
13.0 %
-1.0 %
-19.7 %
-3.3 %
Equity-based
compensation
expense
$6,950
$3,565
$7,875
$7,348
$8,013
$4,664
$8,932
$4,808
% Change
from previous
Qtr.
4.0 %
-48.7 %
120.9 %
-6.7 %
9.1 %
-41.8 %
91.5 %
-46.2 %
Operating
income (loss)
$(59,389)
$(47,143)
$(57,829)
$(32,767)
$(40,292)
$(31,459)
$(18,128)
$(11,329)
% Change
from previous
Qtr.
-13.3 %
-20.6 %
22.7 %
-43.3 %
23.0 %
-21.9 %
-42.4 %
-37.5 %
Interest
expense (9)
$23,010
$38,840
$32,474
$45,371
$34,015
$48,688
$43,146
$54,135
% Change
from previous
Qtr.
-34.1 %
68.8 %
-16.4 %
39.7 %
-25.0 %
43.1 %
-11.4 %
25.5 %
Non-cash
change in
valuation –
Swap
Agreement (9)
$6,152
$(9,299)
$(5,597)
$(7,632)
$201
$(8,911)
$223
$(9,758)
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)
$(41,544)
$(43,317)
Basic net loss
per common
share
$(1.38)
$(0.68)
$(1.33)
$(0.91)
$(1.09)
$(1.21)
$(0.87)
$(0.64)
Diluted net
loss per
common
share
$(1.38)
$(0.68)
$(1.33)
$(0.91)
$(1.09)
$(1.21)
$(0.87)
$(0.64)
Weighted
average
common
shares –
basic
47,416,268
47,511,613
47,426,131
47,540,833
47,676,735
47,592,836
47,603,287
47,724,101
% Change
from previous
Qtr.
0.1 %
0.2 %
-0.2 %
0.2 %
0.3 %
-0.2 %
0.0 %
0.3 %
Weighted
average
common
shares –
diluted
47,416,268
47,511,613
47,426,131
47,540,833
47,676,735
47,592,836
47,603,287
47,724,101
% Change
from previous
Qtr.
-1.3 %
0.2 %
-0.2 %
0.2 %
0.3 %
-0.2 %
0.0 %
0.3 %
EBITDA (3)
$18,452
$27,126
$35,861
$41,853
$43,759
$48,495
$48,781
$51,743
% Change
from previous
Qtr.
207.0 %
47.0 %
32.2 %
16.7 %
4.6 %
10.8 %
0.6 %
6.1 %
EBITDA
margin (3)
6.9 %
10.4 %
13.9 %
16.6 %
17.7 %
19.7 %
20.2 %
21.5 %
Sprint
acquisition
costs (14)
$9,037
$12,370
$-
$-
$-
$-
$-
$-
Cash
payments
under IP
Transit
Services
Agreement
(11)
$87,500
$66,667
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
EBITDA, as
adjusted for
Sprint
acquisition
costs and
cash
payments
under IP
Transit
Services
Agreement (3)
(11) (14)
$114,989
$106,163
$60,861
$66,853
$68,759
$73,495
$73,781
$76,743
% Change
from previous
Qtr.
4.1 %
-7.7 %
-42.7 %
9.8 %
2.9 %
6.9 %
0.4 %
4.0 %
EBITDA, as
adjusted for
Sprint
acquisition
costs and
cash
payments
under IP
Transit
Services
Agreement,
margin (3)
(11) (14)
43.2 %
40.8 %
23.7 %
26.5 %
27.8 %
29.8 %
30.5 %
31.9 %
Net cash
provided by
(used in)
operating
activities
$19,219
$(22,171)
$(20,226)
$14,532
$36,351
$(44,039)
$3,100
$(5,992)
% Change
from previous
Qtr.
139.5 %
-215.4 %
8.8 %
171.8 %
150.1 %
-221.1 %
107.0 %
-293.3 %
Capital
expenditures
$40,883
$48,767
$59,244
$46,104
$58,088
$56,200
$36,250
$37,031
% Change
from previous
Qtr.
-6.3 %
19.3 %
21.5 %
-22.2 %
26.0 %
-3.3 %
-35.5 %
2.2 %
Principal
payments of
capital
(finance)
lease
obligations
$23,235
$133,472
$4,516
$27,979
$8,003
$8,520
$8,791
$8,528
% Change
from previous
Qtr.
23.5 %
474.4 %
-96.6 %
519.6 %
-71.4 %
6.5 %
3.2 %
-3.0 %
Dividends
paid (16)
$478
$93,304
$47,210
$48,416
$49,133
$49,560
$49,066
$2,304
Gross
Leverage
Ratio (3) (11)
3.57
4.06
4.94
5.72
6.69
8.65
8.24
8.04
Net Leverage
Ratio (3) (11)
3.17
3.14
4.13
5.07
6.08
7.52
7.44
7.34
Gross
Leverage
Ratio,
adjusted for
amounts Due
from T-Mobile
(3) (20)
2.64
3.37
4.16
4.91
5.81
7.74
7.45
7.35
Net Leverage
Ratio,
adjusted for
amounts Due
from T-Mobile
(3) (20)
2.24
2.45
3.36
4.25
5.21
6.61
6.65
6.64
Gross
Leverage
Ratio under
the
Company's
Indentures (3)
3.51
4.50
5.11
5.81
5.86
6.82
5.66
6.13
Secured
Leverage
Ratio under
the
Company's
Indentures (3)
2.33
2.49
2.90
3.38
3.44
4.20
3.49
3.80
Interest
Coverage
Ratio under
the
Company's
Indentures (3)
4.05
4.06
3.85
2.88
2.80
2.43
2.62
2.38
Customer
Connections
– end of
period (15)
On-Net
customer
connections
87,574
87,387
87,655
87,500
86,781
87,407
87,767
87,944
% Change
from previous
Qtr.
-0.8 %
-0.2 %
0.3 %
-0.2 %
-0.8 %
0.7 %
0.4 %
0.2 %
Off-Net
customer
connections
34,579
32,758
32,420
28,963
27,508
26,239
25,518
24,656
% Change
from previous
Qtr.
-5.7 %
-5.3 %
-1.0 %
-10.7 %
-5.0 %
-4.6 %
-2.7 %
-3.4 %
Wavelength
customer
connections
(1)
693
754
1,041
1,118
1,322
1,469
1,750
2,064
% Change
from previous
Qtr.
4.8 %
8.8 %
38.1 %
7.4 %
18.2 %
11.1 %
19.1 %
17.9 %
Non-Core
customer
connections
(2)
10,037
7,883
5,217
5,802
5,120
3,615
3,244
2,979
% Change
from previous
Qtr.
-16.2 %
-21.5 %
-33.8 %
11.2 %
-11.8 %
-29.4 %
-10.3 %
-8.2 %
Total
customer
connections
(15)
132,883
128,782
126,333
123,383
120,731
118,730
118,279
117,643
% Change
from previous
Qtr.
-3.4 %
-3.1 %
-1.9 %
-2.3 %
-2.1 %
-1.7 %
-0.4 %
-0.5 %
Corporate
customer
connections
(5)
51,821
48,690
47,613
46,371
45,295
44,307
43,391
42,579
% Change
from previous
Qtr.
-4.9 %
-6.0 %
-2.2 %
-2.6 %
-2.3 %
-2.2 %
-2.1 %
-1.9 %
Net-centric
customer
connections
(5) (15)
61,599
61,736
62,273
62,236
61,795
62,659
63,875
64,551
% Change
from previous
Qtr.
-1.2 %
0.2 %
0.9 %
-0.1 %
-0.7 %
1.4 %
1.9 %
1.1 %
Enterprise
customer
connections
(5) (17)
19,463
18,356
16,447
14,776
13,641
11,764
11,013
10,513
% Change
from previous
Qtr.
-6.2 %
-5.7 %
-10.4 %
-10.2 %
-7.7 %
-13.8 %
-6.4 %
-4.5 %
On-Net
Buildings –
end of period
Multi-Tenant
office
buildings
1,861
1,864
1,870
1,871
1,867
1,871
1,869
1,881
Carrier
neutral data
center
buildings
1,376
1,393
1,410
1,423
1,453
1,471
1,482
1,511
Cogent data
centers
78
86
95
104
101
101
100
100
Cogent edge
data centers
6
43
49
55
79
86
86
87
Total on-net
buildings
3,321
3,386
3,424
3,453
3,500
3,529
3,537
3,579
Total carrier
neutral data
center nodes
1,586
1,602
1,627
1,646
1,668
1,675
1,686
1,715
Wave enabled
locations
295
516
657
808
883
938
996
1,068
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
1,017,433,216
1,025,139,485
Total
Technical
Buildings
Owned (12)
482
482
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
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
72,955
73,218
Metro route
miles –
Leased
25,977
27,373
28,510
29,802
30,788
31,297
31,388
32,634
Metro fiber
miles –
Leased
79,138
80,042
84,476
87,678
90,696
92,631
93,338
96,663
Intercity route
miles –
Owned
21,883
21,883
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
1,704
1,704
Connected
networks –
AS's
8,098
8,135
8,212
8,250
8,240
8,085
8,043
7,659
Headcount –
end of period
(13)
Sales force –
quota bearing
(13)
677
656
655
650
629
628
617
590
Sales force –
total (13)
871
851
847
843
820
820
802
777
Total
employees
(13)
1,955
1,901
1,908
1,916
1,899
1,889
1,882
1,833
Sales rep
productivity –
units per full
time
equivalent
sales rep
("FTE") per
month
4.0
3.8
4.0
3.5
3.8
4.8
4.6
4.1
FTE – sales
reps
627
632
620
622
605
588
592
585
(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, $506, $570 and $319 in the three-month periods ended March 31, 2024 through December 31, 2025 respectively. Network operations expense includes excise taxes, including Universal Service Fund fees, of $20,549, $19,182, $19,752, $20,960, $20,200, $19,998, $19,188 and $19,786 in the three-month periods ended March 31, 2024 through December 31, 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, $4,158, $8,362 and $4,489 in the three-month periods ended March 31, 2024 through December 31, 2025, respectively and excludes $9,037 and $12,370 of Sprint acquisition costs for the three-month periods ended March 31, 2024 and June 30, 2024, respectively. There were no Sprint acquisition costs for the three months ended September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025, September 30, 2025 or December 31, 2025.
(9) As of December 31, 2025, Cogent was party to an interest rate swap agreement (the "Swap Agreement") that has the economic effect of modifying the fixed interest rate obligation associated with its Senior Secured 2026 Notes to a variable interest rate obligation based on the Secured Overnight Financing Rate ("SOFR") so that the interest payable on the 2026 Notes effectively became variable based on overnight SOFR. Interest expense includes payments of $12,122, $12,081, $9,769 and $9,880 for the three-month periods ended June 30, 2024, December 31, 2024, June 30, 2025 and December 31, 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 87 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, $244,821, $224,167 and $203,120 as of March 31, 2024 to December 31, 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
2024
Q2
2024
Q3
2024
Q4
2024
Q1
2025
Q2
2025
Q3
2025
Q4
2025
YEAR
2024
YEAR
2025
($ in 000's) – unaudited
Net cash provided by (used
in) operating activities
$19,219
$(22,171)
$(20,226)
$14,532
$36,351
$(44,039)
$3,100
$(5,992)
$(8,645)
$(10,579)
Changes in operating assets
and liabilities
$(34,640)
$11,077
$22,868
$27,892
$(26,614)
$42,244
$8,941
$7,795
30,343
32,237
Cash interest expense and
income tax expense
33,873
38,220
33,219
(571)
34,022
50,290
36,740
49,940
101,120
171,127
EBITDA
$18,452
$27,126
$35,861
$41,853
$43,759
$48,495
$48,781
$51,743
$122,818
$192,785
PLUS: Sprint acquisition costs
$9,037
$12,370
$-
$-
$-
$-
$-
$-
$21,407
$-
PLUS: Cash payments made
to the Company under IP
Transit Services Agreement
87,500
66,667
25,000
25,000
25,000
25,000
25,000
25,000
204,167
100,000
EBITDA, as adjusted for
Sprint acquisition costs and
cash payments made to the
Company under IP Transit
Services Agreement
$114,989
$106,163
$60,861
$66,853
$68,759
$73,495
$73,781
$76,743
$348,392
$292,785
EBITDA margin
6.9 %
10.4 %
13.9 %
16.6 %
17.7 %
19.7 %
20.2 %
21.5 %
11.9 %
19.8 %
EBITDA, as adjusted for
Sprint acquisition costs and
cash payments made to the
Company under IP Transit
Services Agreement, margin
43.2 %
40.8 %
23.7 %
26.5 %
27.8 %
29.8 %
30.5 %
31.9 %
33.6 %
30.0 %
Constant currency revenue is reconciled to service revenue as reported in the tables below.
Constant currency impact on revenue changes – sequential periods
($ in 000's)
– unaudited
Q1
2024
Q2
2024
Q3
2024
Q4
2024
Q1
2025
Q2
2025
Q3
2025
Q4
2025
YEAR
2024
YEAR
2025
Service
revenue, as
reported –
current
period
$266,168
$260,443
$257,202
$252,291
$247,048
$246,247
$241,949
$240,518
$1,036,104
$975,766
Impact of
foreign
currencies
on service
revenue
(304)
323
(620)
1,022
542
(2,419)
(938)
191
261
(4,570)
Service
revenue - as
adjusted for
currency
impact (1)
$265,864
$260,766
$256,582
$253,313
$247,590
$243,828
$241,011
$240,709
$1,036,365
$971,196
Service
revenue, as
reported –
prior
sequential
period
$272,099
$266,168
$260,443
$257,202
$252,291
$247,048
$246,247
$241,949
$940,922
$1,036,104
Constant
currency
revenue
increase
(decrease)
$(6,235)
$(5,402)
$(3,861)
$(3,889)
$(4,701)
$(3,220)
$(5,236)
$(1,240)
$95,443
$(64,908)
Constant
currency
revenue
percent
increase
(decrease)
-2.3 %
-2.0 %
-1.5 %
-1.5 %
-1.9 %
-1.3 %
-2.1 %
-0.5 %
10.1 %
-6.3 %
(1)
Service revenue, as adjusted for currency impact, is determined by translating the service revenue for the current period at the average foreign currency exchange rates for the prior sequential period. The Company believes that disclosing quarterly sequential revenue growth without the impact of foreign currencies on service revenue is a useful measure of sequential revenue growth. Service revenue, as adjusted for currency impact, is an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial information.
Constant currency impact on revenue changes – prior year periods
($ in 000's) – unaudited
Q1
2024
Q2
2024
Q3
2024
Q4
2024
Q1
2025
Q2
2025
Q3
2025
Q4
2025
YEAR
2024
YEAR
2025
Service revenue, as reported –
current period
$266,168
$260,443
$257,202
$252,291
$247,048
$246,247
$241,949
$240,518
$1,036,104
$975,766
Impact of foreign currencies on
service revenue
(362)
420
(213)
405
1,258
(1,507)
(1,806)
(2,659)
261
(4,570)
Service revenue - as adjusted for
currency impact (2)
$265,806
$260,863
$256,989
$252,696
$248,306
$244,740
$240,143
$237,859
$1,036,365
$971,196
Service revenue, as reported – prior
year period
$153,588
$239,806
$275,429
$272,099
$266,168
$260,443
$257,202
$252,291
$940,922
$1,036,104
Constant currency revenue increase
$112,218
$21,057
$(18,440)
$(19,403)
$(17,862)
$(15,703)
$(17,059)
$(14,432)
$95,443
$(64,908)
Constant currency percent revenue
increase
73.1 %
8.8 %
-6.7 %
-7.1 %
-6.7 %
-6.0 %
-6.6 %
-5.7 %
10.1 %
-6.3 %
(2)
Service revenue, as adjusted for currency impact, is determined by translating the service revenue for the current period at the average foreign currency exchange rates for the comparable prior year period. The Company believes that disclosing year over year revenue growth without the impact of foreign currencies on service revenue is a useful measure of revenue growth. Service revenue, as adjusted for currency impact, is an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial information.
Revenue on a constant currency basis and adjusted for the impact of excise taxes is reconciled to service revenue as reported in the tables below.
Constant currency and excise tax impact on revenue changes – sequential periods
($ in 000's) – unaudited
Q1
2024
Q2
2024
Q3
2024
Q4
2024
Q1
2025
Q2
2025
Q3
2025
Q4
2025
YEAR
2024
YEAR
2025
Service revenue, as reported – current
period
$266,168
$260,443
$257,202
$252,291
$247,048
$246,247
$241,949
$240,518
$1,036,104
$975,766
Impact of foreign currencies on service
revenue
(304)
323
(620)
1,022
542
(2,419)
(938)
191
261
(4,570)
Impact of excise taxes on service
revenue
(121)
1,367
(570)
(1,208)
760
202
832
(598)
(30,224)
1,269
Service revenue - as adjusted for
currency and excise taxes impact (3)
$265,743
$262,133
$256,012
$252,105
$248,350
$244,030
$241,843
$240,111
$1,006,141
$972,465
Service revenue, as reported – prior
sequential period
$272,099
$266,168
$260,443
$257,202
$252,291
$247,048
$246,247
$241,949
$940,922
$1,036,104
Constant currency and excise taxes
revenue increase (decrease)
$(6,356)
$(4,035)
$(4,431)
$(5,097)
$(3,941)
$(3,018)
$(4,404)
$(1,838)
$65,219
$(63,639)
Constant currency and excise tax
revenue percent increase (decrease)
-2.3 %
-1.5 %
-1.7 %
-2.0 %
-1.6 %
-1.2 %
-1.8 %
-0.8 %
6.9 %
-6.1 %
(3)
Service revenue, as adjusted for currency impact and the impact of excise taxes, is determined by translating the service revenue for the current period at the average foreign currency exchange rates for the prior sequential period and adjusting for the changes in excise taxes recorded as revenue between the periods presented. The Company believes that disclosing quarterly sequential revenue growth without the impact of foreign currencies and excise taxes on service revenue is a useful measure of sequential revenue growth. Service revenue, as adjusted for the impact of foreign currency and excise taxes, is an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial information.
Constant currency and excise tax impact on revenue changes – prior year periods
($ in 000's) – unaudited
Q1
2024
Q2
2024
Q3
2024
Q4
2024
Q1
2025
Q2
2025
Q3
2025
Q4
2025
YEAR
2024
YEAR
2025
Service revenue, as reported – current
period
$266,168
$260,443
$257,202
$252,291
$247,048
$246,247
$241,949
$240,518
$1,036,104
$975,766
Impact of foreign currencies on service
revenue
(362)
420
(213)
405
1,258
(1,507)
(1,806)
(2,659)
261
(4,570)
Impact of excise taxes on service
revenue
(16,356)
(8,142)
(5,195)
(532)
349
(816)
586
1,174
(30,224)
1,269
Service revenue - as adjusted for
currency and excise taxes impact (4)
$249,450
$252,721
$251,794
$252,164
$248,655
$243,924
$240,729
$239,033
$1,006,141
$972,465
Service revenue, as reported – prior
year period
$153,588
$239,806
$275,429
$272,099
$266,168
$260,443
$257,202
$252,291
$940,922
$1,036,104
Constant currency and excise taxes
revenue increase
$95,862
$12,915
$(23,635)
$(19,935)
$(17,513)
$(16,519)
$(16,473)
$(13,258)
$65,219
$(63,639)
Constant currency and excise tax
percent revenue increase
62.4 %
5.4 %
-8.6 %
-7.3 %
-6.6 %
-6.3 %
-6.4 %
-5.3 %
6.9 %
-6.1 %
(4)
Service revenue, as adjusted for currency impact and the impact of excise taxes, is determined by translating the service revenue for the current period at the average foreign currency exchange rates for the prior year period and adjusting for the changes in excise taxes recorded as revenue between the periods presented. The Company believes that disclosing quarterly sequential revenue growth without the impact of foreign currencies and excise taxes on service revenue is a useful measure of sequential revenue growth. Service revenue, as adjusted for the impact of foreign currency and excise taxes, is an integral part of the internal reporting and planning system used by management as a supplement to GAAP financial information.
Non-GAAP gross profit and non-GAAP gross margin
Non-GAAP gross profit and non-GAAP gross margin are reconciled to GAAP gross profit and GAAP gross margin in the table below.
Q1 2024
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Q3 2025
Q4 2025
YEAR
2024
YEAR
2025
($ in 000's) – unaudited
Service revenue total
$266,168
$260,443
$257,202
$252,291
$247,048
$246,247
$241,949
$240,518
$1,036,104
$975,766
Minus - Network operations expense
including equity-based compensation
and depreciation and amortization
expense
239,824
230,203
247,367
222,455
213,477
212,782
192,106
186,776
939,849
805,141
GAAP Gross Profit (5)
$26,344
$30,240
$9,835
$29,836
$33,571
$33,465
$49,843
$53,742
$96,255
$170,625
Plus - Equity-based compensation –
network operations expense
385
350
469
477
490
506
570
319
1,681
1,885
Plus – Depreciation and amortization
expense
$70,891
$74,036
$85,815
$67,272
$76,038
$75,290
$60,429
$58,422
$298,014
$270,179
Non-GAAP Gross Profit (6)
$97,620
$104,626
$96,119
$97,585
$110,099
$109,261
$110,842
$112,483
$395,950
$442,689
GAAP Gross Margin (5)
9.9 %
11.6 %
3.8 %
11.8 %
13.6 %
13.6 %
20.6 %
22.3 %
9.3 %
17.5 %
Non-GAAP Gross Margin (6)
36.7 %
40.2 %
37.4 %
38.7 %
44.6 %
44.4 %
45.8 %
46.8 %
38.2 %
45.4 %
(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 metrics 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
March 31,
2024
As of
June 30,
2024
As of
September 30,
2024
As of
December 31,
2024
As of
March 31,
2025
As of
June 30,
2025
As of
September 30,
2025
As of
December 31,
2025
Cash and cash equivalents &
restricted cash
$163,274
$426,241
$316,092
$227,916
$183,970
$306,725
$226,294
$205,112
Debt
Capital (finance) leases –
current portion
64,043
21,253
21,939
21,225
24,685
26,523
24,990
26,112
Capital (finance) leases – long
term
453,473
405,176
460,632
517,161
543,852
578,634
576,851
597,239
Senior Secured 2032 Notes
600,000
600,000
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
380,400
380,400
Senior Unsecured 2027 Notes
450,000
750,000
750,000
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
2,332,241
2,353,751
Total net debt
1,304,242
1,456,188
1,622,479
1,766,470
1,840,567
2,028,832
2,105,947
2,148,639
Trailing 12 months EBITDA, as
adjusted for Sprint acquisition
costs and cash payments from
the IP Transit Services
Agreement
411,001
463,102
392,525
348,392
302,636
269,968
282,888
292,785
Gross leverage ratio
3.57
4.06
4.94
5.72
6.69
8.65
8.24
8.04
Net leverage ratio
3.17
3.14
4.13
5.07
6.08
7.52
7.44
7.34
Total amounts Due from T-
Mobile
$383,981
$323,650
$304,497
$284,979
$265,090
$244,821
$224,167
$203,120
Total debt, adjusted for
amounts Due from T-Mobile
1,083,535
1,558,779
1,634,074
1,709,407
1,759,447
2,090,736
2,108,074
2,150,631
Total net debt, adjusted for
amounts Due from T-Mobile
920,261
1,132,538
1,317,982
1,481,491
1,575,447
1,784,011
1,881,780
1,945,519
Gross leverage ratio, adjusted
for amounts Due from T-Mobile
2.64
3.37
4.16
4.91
5.81
7.74
7.45
7.35
Net leverage ratio, adjusted for
amounts Due from T-Mobile
2.24
2.45
3.36
4.25
5.21
6.61
6.65
6.64
Ratios under the Company's indentures
Consolidated Leverage Ratio is defined in the Company's Indentures as total debt divided by Consolidated Cash Flow (as defined in the Company's Indentures) for the most recently completed period of four consecutive fiscal quarters of the Company (the "Reference Period"), subject to certain adjustments provided for in the Company's Indentures. Secured Leverage Ratio is defined in the Company's Indentures as total secured debt divided by Consolidated Cash Flow for the Reference Period, subject to certain adjustments provided for in the Company's Indentures. Net leverage ratio is presented as total net debt (total debt minus cash and cash equivalents) divided by the last 12 months Consolidated Cash Flow. Net leverage ratio is not a defined term in the Company's Indentures. Fixed Charge Coverage Ratio is defined in the Company's Indentures as Consolidated Cash Flow for the Reference Period divided by Fixed Charges (as defined in the Company's Indentures) for the Reference Period, which largely consist of interest expense, subject to certain adjustments provided for in the Company's Indentures. Cogent's ratios are shown in the table below.
($ in 000's) – unaudited
As of
March 31,
2024
As of
June 30,
2024
As of
September 30,
2024
As of
December 31,
2024
As of
March 31,
2025
As of
June 30,
2025 (2)
As of
September 30,
2025
(2)
As of
December 31,
2025
(2)
Cash and cash equivalents &
restricted cash
139,342
372,123
266,822
205,464
$165,676
$195,165
$136,513
$135,410
Debt
Capital (finance) leases –
current portion
21,657
21,253
21,939
21,225
24,685
26,523
24,990
26,112
Capital (finance) leases – long
term
371,116
405,176
460,632
517,161
543,852
578,634
576,851
597,239
Letters of credit
123
123
126
121
124
130
130
130
Senior Secured 2026 Notes
500,000
500,000
500,000
500,000
500,000
Senior Secured 2032 Notes
600,000
600,000
600,000
Senior Unsecured 2027 Notes
450,000
750,000
750,000
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
1,951,971
1,973,481
Total net debt
1,203,554
1,304,429
1,465,875
1,583,043
1,652,985
1,760,122
1,815,458
1,838,071
Total secured debt
892,896
926,552
982,697
1,038,507
1,068,661
1,205,287
1,201,971
1,223,481
Consolidated Cash Flow (2)
382,850
372,621
338,892
307,655
310,345
286,881
344,739
322,154
Consolidated Leverage Ratio
for the Reference Period
3.51
4.50
5.11
5.81
5.86
6.82
5.66
6.13
Net leverage ratio (1)
3.14
3.50
4.33
5.15
5.33
6.14
5.27
5.71
Secured Leverage Ratio for
the Reference Period (2)
2.33
2.49
2.90
3.38
2.58
4.20
3.49
3.80
Fixed Charges for the
Reference Period (2)
94,614
91,723
88,057
106,877
110,704
118,290
131,688
135,228
Fixed Charge Coverage Ratio
for the Reference Period (2)
4.05
4.06
3.85
2.88
2.80
2.43
2.62
2.38
(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
Q3 2025
Q4 2025
Consolidated Cash Flow under the Indentures
286,881
344,739
322,154
PLUS: Cash Payments under IP Transit Services Agreement with TMUSA
100,000
100,000
100,000
Consolidated Cash Flow - $600.0 million Secured 2032 Notes
386,881
444,739
422,154
Consolidated Leverage Ratio for the Reference Period - $600.0 million Secured 2032 Notes
5.05
4.39
4.67
Net leverage ratio - $600.0 million Secured 2032 Notes (1)
4.55
4.08
4.35
Secured Leverage Ratio for the Reference Period - $600.0 million 2032 Notes
3.12
2.70
2.90
Fixed Charges for the Reference Period
118,290
131,688
135,228
Fixed Charge Coverage Ratio for the Reference Period - $600.0 million 2032 Notes
3.27
3.38
3.12
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, 2025 AND 2024
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
2025
2024
Assets
Current assets:
Cash and cash equivalents
$
148,515
$
198,486
Restricted cash
56,597
29,430
Accounts receivable, net of allowance for credit losses of $4,610 and $9,762, respectively
88,050
96,934
Due from T-Mobile, IP Transit Services Agreement, current portion, net of discount of $10,401 and $16,915,
respectively
89,599
83,085
Due from T-Mobile, Transition Services Agreement
119
62
Prepaid expenses and other current assets
67,701
74,104
Total current assets
450,581
482,101
Property and equipment:
Property and equipment
3,642,906
3,319,731
Accumulated depreciation and amortization
(1,921,832)
(1,655,564)
Total property and equipment, net
1,721,074
1,664,167
Right-of-use leased assets
310,523
324,315
IPv4 intangible asset
458,000
458,000
Other intangible assets, net
11,251
13,029
Due from T-Mobile, IP Transit Services Agreement, net of discount of $2,255 and $12,122, respectively
89,412
179,534
Due from T-Mobile, Purchase Agreement, net of discount of $4,006 and $5,755, respectively
24,109
22,360
Deposits and other assets
34,834
29,596
Total assets
$
3,099,784
$
3,173,102
Liabilities and stockholders' equity
Current liabilities:
Accounts payable
$
30,571
$
39,805
Accrued and other current liabilities
109,582
134,609
Due to T-Mobile – Transition Services Agreement
—
525
Current maturities, operating lease liabilities
54,576
57,172
Finance lease obligations, current maturities
26,112
21,225
Total current liabilities
220,841
253,336
Senior secured 2032 notes, net of unamortized debt costs of $2,020
597,980
—
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 $1,236 and $2,013, respectively, and
discounts of $4,344 and $7,053, respectively
744,420
740,934
Secured IPv4 notes, net of debt costs of $8,863 and $6,702, respectively
371,537
199,298
Operating lease liabilities, net of current maturities
269,753
302,004
Finance lease obligations, net of current maturities
597,239
517,161
Deferred income tax liabilities
333,294
398,266
Other long-term liabilities
28,568
40,129
Total liabilities
3,163,632
2,950,254
Commitments and contingencies
Stockholders' (deficit) equity:
Common stock, $0.001 par value; 75,000,000 shares authorized; 50,062,158 and 49,034,925 shares issued and
outstanding, respectively
50
49
Additional paid-in capital
643,256
629,829
Accumulated other comprehensive income (loss)
1,428
(30,685)
Accumulated deficit
(708,582)
(376,345)
Total stockholders' (deficit) equity
(63,848)
222,848
Total liabilities and stockholders' (deficit) equity
$
3,099,784
$
3,173,102
COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Three Months Ended
December 31, 2025
(Unaudited)
Three Months Ended
December 31, 2024
(Unaudited)
Service revenue
$
240,518
$
252,291
Operating expenses:
Network operations (including $319 and $477 of equity-based compensation expense, respectively),
exclusive of amounts shown separately
128,354
155,183
Selling, general, and administrative (including $4,489 and $6,871 of equity-based compensation
expense, respectively)
65,229
62,603
Depreciation and amortization
58,422
67,272
Total operating expenses
252,005
285,058
Gains on lease terminations and other
158
—
Operating loss
(11,329)
(32,767)
Interest expense, including change in valuation – interest rate swap
(44,377)
(37,739)
Interest income – IP Transit Services Agreement
3,502
5,065
Interest income – Purchase Agreement
450
417
Interest income and other
4,172
10,014
Loss before income taxes
(47,582)
(55,010)
Income tax benefit
16,801
11,693
Net loss
$
(30,781)
$
(43,317)
Comprehensive loss:
Net loss
$
(30,781)
$
(43,317)
Foreign currency translation adjustment
2,860
(18,391)
Comprehensive loss
$
(27,921)
$
(61,708)
Basic net loss per common share
$
(0.64)
$
(0.91)
Diluted net loss per common share
$
(0.64)
$
(0.91)
Dividends declared per common share
$
0.020
$
0.995
Weighted-average common shares-basic
47,724,101
47,540,833
Weighted-average common shares -diluted
47,724,101
47,540,833
COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 2025
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
2025
2024
2023
Service revenue
$
975,766
$
1,036,104
$
940,922
Operating expenses:
Network operations (including $1,885, $1,681 and $1,069 of equity-based
compensation expense, respectively), exclusive of amounts shown separately
534,962
641,836
544,232
Selling, general, and administrative (including $24,532, $24,057 and $25,855 of
equity-based compensation expense, respectively)
274,436
275,781
275,318
Acquisition costs – Cogent Fiber Business
—
21,407
18,492
Depreciation and amortization
270,181
298,018
232,209
Total operating expenses
1,079,579
1,237,042
1,070,251
Gains on lease terminations and other
2,740
3,332
—
Operating loss
(101,073)
(197,606)
(129,329)
Interest expense, including change in valuation – interest rate swap
(161,362)
(123,317)
(93,344)
Loss on debt extinguishment and redemption – 2026 Notes
(5,606)
—
—
Gain on bargain purchase – Cogent Fiber Business
—
22,202
1,406,435
Interest income – IP Transit Services Agreement
16,391
23,767
26,796
Interest income – Purchase Agreement
1,749
748
1,889
Interest income and other
4,936
14,557
7,030
(Loss) income before income taxes
(244,965)
(259,649)
1,219,477
Income tax benefit
62,791
55,575
53,964
Net (loss) income
$
(182,174)
$
(204,074)
$
1,273,441
Comprehensive (loss) income:
Net (loss) income
$
(182,174)
$
(204,074)
$
1,273,441
Foreign currency translation adjustment
32,113
(16,300)
4,771
Comprehensive (loss) income
$
(150,061)
$
(220,374)
$
1,278,212
Basic net (loss) income per common share
$
(3.80)
$
(4.28)
$
26.88
Diluted net (loss) income per common share
$
(3.80)
$
(4.28)
$
26.62
Dividends declared per common share
$
3.05
$
3.92
$
3.76
Weighted-average common shares-basic
47,928,826
47,627,873
47,373,361
Weighted-average common shares -diluted
47,928,826
47,627,873
47,837,512
COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
(IN THOUSANDS)
Three Months Ended
December 31, 2025
(Unaudited)
Three Months Ended
December 31, 2024
(Unaudited)
Cash flows from operating activities:
Net loss
$
(30,781)
$
(43,317)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization
58,422
67,272
Amortization of debt discounts and premium
1,472
1,324
Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements
(3,952)
(5,482)
Equity-based compensation expense (net of amounts capitalized)
4,808
7,348
Gains – lease terminations and other
(158)
—
Deferred income taxes
(18,250)
15,279
Changes in operating assets and liabilities:
Accounts receivable
7,803
2,631
Prepaid expenses and other current assets
1,766
(1,890)
Due to T-Mobile – Transition Services Agreement
(18)
(1,045)
Due from T-Mobile – Transition Services Agreement
112
(62)
Deposits and other assets
(3,845)
2,409
Accounts payable, accrued liabilities and other long-term liabilities
(23,371)
(29,935)
Net cash (used in) provided by operating activities
(5,992)
14,532
Cash flows from investing activities:
Cash receipts - IP Transit Services Agreement – T-Mobile
25,000
25,000
Purchases of property and equipment
(37,031)
(46,104)
Net cash used in investing activities
(12,031)
(21,104)
Cash flows from financing activities:
Dividends paid
(2,304)
(48,416)
Principal payments of finance lease obligations
(8,528)
(27,979)
Proceeds from exercises of common stock options
—
1,252
Net cash used in financing activities
(10,832)
(75,143)
Effect of exchange rate changes on cash
7,673
(6,461)
Net decrease in cash and cash equivalents & restricted cash
(21,182)
(88,176)
Cash and cash equivalents & restricted cash, beginning of period
226,294
316,092
Cash and cash equivalents & restricted cash, end of period
$
205,112
$
227,916
COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 2025
(IN THOUSANDS)
2025
2024
2023
Cash flows from operating activities:
Net (loss) income
$
(182,174)
$
(204,074)
$
1,273,441
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization
270,181
298,018
232,209
Amortization of debt discounts and premium
5,724
3,688
1,323
Amortization of discounts, due from T-Mobile, IP Transit Services & Purchase Agreements
(18,140)
(24,515)
(28,685)
Equity-based compensation expense (net of amounts capitalized)
26,417
25,738
26,924
Gain on bargain purchase – Cogent Fiber Business
—
(22,202)
(1,406,435)
Loss on extinguishment & redemption of 2026 notes
5,606
—
—
Gains – lease terminations and other
(2,740)
(3,332)
212
Deferred income taxes
(64,972)
(51,623)
(69,582)
Changes in operating assets and liabilities:
Accounts receivable
8,884
38,541
(51,002)
Prepaid expenses and other current assets
(1,449)
(5,839)
(11,001)
Due to T-Mobile – Transition Services Agreement
(525)
(66,383)
66,908
Due from T-Mobile – Transition Services Agreement
(57)
4,452
(4,514)
Deposits and other assets
(6,921)
(3,966)
(1,548)
Accounts payable, accrued liabilities and other long-term liabilities
(50,413)
2,852
(10,905)
Net cash (used in) provided by operating activities
(10,579)
(8,645)
17,345
Cash flows from investing activities:
Cash receipts - IP Transit Services Agreement – T-Mobile
100,000
204,167
204,167
Acquisition of Cogent Fiber Business, net of $47.1 million of cash acquired in 2023
—
12,323
2,191
Purchases of property and equipment
(187,569)
(194,998)
(129,632)
Net cash (used in) provided by investing activities
(87,569)
21,492
76,726
Cash flows from financing activities:
Net proceeds from issuance of senior secured 2032 notes - net of debt costs of $2.2 million
597,842
—
—
Net proceeds from issuance of senior unsecured 2027 notes, net of debt costs of $1.6 million and a
discount of $6.8 million
—
291,879
—
Net proceeds from issuance of secured IPv4 notes – net of debt costs of $4.0 million and $7.6 million,
respectively
170,479
198,426
—
Redemption and extinguishment of secured 2026 notes
(505,000)
—
—
Dividends paid
(150,063)
(189,408)
(181,716)
Purchases and retirement of common stock
(16,686)
(7,968)
—
Principal payments of finance lease obligations
(33,843)
(74,632)
(77,362)
Settlement of a finance lease – at a discount
—
(114,576)
—
Proceeds from exercises of common stock options
175
2,204
1,227
Net cash provided by (used in) financing activities
62,904
105,925
(257,851)
Effect of exchange rate changes on cash
12,440
(4,637)
1,649
Net (decrease) increase in cash and cash equivalents & restricted cash
(22,804)
114,135
(162,131)
Cash and cash equivalents & restricted cash, beginning of year
227,916
113,781
275,912
Cash and cash equivalents & restricted cash, end of year
$
205,112
$
227,916
$
113,781
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, 2025 and our Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025 and September 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.