COGENT COMMUNICATIONS HOLDINGS, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS ​ COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2023 AND DECEMBER 31, 2022 (IN THOUSANDS, EXCEPT SHARE DATA) ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2023 ​ 2022 ​ ​ (Unaudited) ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 184,140 ​ $ 223,783 Restricted cash ​ ​ 50,282 ​ ​ 52,129 Accounts receivable, net of allowance for credit losses of $ 2,675 and $ 2,303 , respectively ​ 45,172 ​ ​ 44,123 Prepaid expenses and other current assets ​ 49,203 ​ ​ 45,878 Total current assets ​ 328,797 ​ ​ 365,913 Property and equipment: ​ ​ ​ ​ ​ ​ Property and equipment ​ ​ 1,769,171 ​ ​ 1,714,906 Accumulated depreciation and amortization ​ ​ ( 1,197,136 ) ​ ​ ( 1,170,476 ) Total property and equipment, net ​ ​ 572,035 ​ ​ 544,430 Right-of-use leased assets ​ 79,430 ​ ​ 81,601 Deposits and other assets ​ 18,150 ​ ​ 18,238 Total assets ​ $ 998,412 ​ $ 1,010,182 Liabilities and stockholders’ equity ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 18,501 ​ $ 27,208 Accrued and other current liabilities ​ 76,770 ​ ​ 63,889 Current maturities, operating lease liabilities ​ ​ 12,369 ​ ​ 12,005 Finance lease obligations, current maturities ​ ​ 19,782 ​ ​ 17,182 Total current liabilities ​ 127,422 ​ ​ 120,284 Senior secured 2026 notes, net of unamortized debt costs of $ 840 and $ 905 , respectively, and discount of $ 1,118 and $ 1,203 , respectively ​ 498,042 ​ ​ 497,892 Senior unsecured 2027 notes, net of unamortized debt costs of $ 1,116 and $ 1,173 , respectively, and discount of $ 2,338 and $ 2,456 , respectively ​ ​ 446,546 ​ ​ 446,371 Operating lease liabilities, net of current maturities ​ ​ 91,922 ​ ​ 94,587 Finance lease obligations, net of current maturities ​ 300,600 ​ ​ 287,044 Other long-term liabilities ​ 82,427 ​ ​ 82,636 Total liabilities ​ 1,546,959 ​ ​ 1,528,814 Commitments and contingencies: ​ ​ ​ ​ ​ ​ Stockholders’ deficit: ​ ​ ​ ​ ​ ​ Common stock, $ 0.001 par value; 75,000,000 shares authorized; 48,296,882 and 48,013,330 shares issued and outstanding, respectively ​ 48 ​ ​ 48 Additional paid-in capital ​ 582,524 ​ ​ 575,064 Accumulated other comprehensive loss ​ ( 17,368 ) ​ ​ ( 19,156 ) Accumulated deficit ​ ( 1,113,751 ) ​ ​ ( 1,074,588 ) Total stockholders’ deficit ​ ( 548,547 ) ​ ​ ( 518,632 ) Total liabilities and stockholders’ deficit ​ $ 998,412 ​ $ 1,010,182 ​ The accompanying notes are an integral part of these condensed consolidated balance sheets. ​ Page 3 of 34 Table of Contents COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Three Months Ended ​ ​ March 31, 2023 ​ March 31, 2022 ​ (Unaudited) (Unaudited) Service revenue ​ $ 153,588 ​ $ 149,175 Operating expenses: ​ ​ ​ ​ ​ ​ Network operations (including $ 149 and $ 144 of equity-based compensation expense, respectively, exclusive of depreciation and amortization shown separately below) ​ 58,638 ​ ​ 57,449 Selling, general, and administrative (including $ 6,432 and $ 5,912 of equity-based compensation expense, respectively) ​ 45,078 ​ ​ 40,627 Acquisition costs – Sprint (T-Mobile) Wireline (Note 1) ​ ​ 400 ​ ​ — Depreciation and amortization ​ 25,160 ​ ​ 22,688 Total operating expenses ​ 129,276 ​ ​ 120,764 Gains on lease terminations ​ ​ — ​ ​ 373 Operating income ​ ​ 24,312 ​ ​ 28,784 Interest expense ​ ( 19,005 ) ​ ​ ( 14,168 ) Change in valuation – interest rate swap agreement ​ ​ 1,847 ​ ​ ( 21,271 ) Unrealized foreign exchange gain on 2024 Euro Notes ​ ​ — ​ ​ 8,014 Interest income and other, net ​ ​ 3,498 ​ ​ 319 Income before income taxes ​ 10,652 ​ ​ 1,678 Income tax expense ​ ( 4,504 ) ​ ​ ( 541 ) Net income ​ $ 6,148 ​ $ 1,137 ​ ​ ​ ​ ​ ​ ​ Comprehensive income (loss): ​ ​ ​ ​ ​ ​ Net income ​ $ 6,148 ​ $ 1,137 Foreign currency translation adjustment ​ 1,788 ​ ​ ( 2,165 ) Comprehensive income (loss) ​ $ 7,936 ​ $ ( 1,028 ) ​ ​ ​ ​ ​ ​ ​ Net income per common share: ​ ​ ​ ​ ​ ​ Basic and diluted net income per common share ​ $ 0.13 ​ $ 0.02 Dividends declared per common share ​ $ 0.925 ​ $ 0.855 ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares - basic ​ ​ 47,037,091 ​ ​ 46,575,848 ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares - diluted ​ 47,381,226 ​ ​ 46,929,191 ​ The accompanying notes are an integral part of these condensed consolidated statements. ​ Page 4 of 34 Table of Contents COGENT COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022 (IN THOUSANDS) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Three Months ​ ​ Ended ​ Ended ​ ​ March 31, 2023 ​ March 31, 2022 ​ ​ (Unaudited) ​ (Unaudited) Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net income ​ $ 6,148 ​ $ 1,137 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 25,160 ​ ​ 22,688 Amortization of debt discount and premium ​ 324 ​ ​ 417 Equity-based compensation expense (net of amounts capitalized) ​ 6,581 ​ ​ 6,056 Gains – lease transactions ​ ​ ( 615 ) ​ ​ ( 373 ) Gains - equipment transactions and other, net ​ ​ — ​ ​ 525 Unrealized foreign currency exchange gain on 2024 Euro Notes ​ ​ — ​ ​ ( 8,014 ) Deferred income taxes ​ ​ 890 ​ ​ ( 58 ) Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ ( 860 ) ​ ​ 76 Prepaid expenses and other current assets ​ ​ ( 2,919 ) ​ ​ ( 2,953 ) Change in valuation – interest rate swap agreement ​ ​ ( 1,847 ) ​ ​ 21,271 Accounts payable, accrued liabilities and other long-term liabilities ​ ​ 2,923 ​ ​ 10,046 Deposits and other assets ​ 36 ​ ​ ( 1,407 ) Net cash provided by operating activities ​ 35,821 ​ ​ 49,411 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Purchases of property and equipment ​ ( 23,204 ) ​ ​ ( 18,121 ) Net cash used in investing activities ​ ( 23,204 ) ​ ​ ( 18,121 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Dividends paid ​ ( 45,311 ) ​ ​ ( 41,298 ) Proceeds from exercises of stock options ​ ​ 145 ​ ​ 204 Principal payments on installment payment agreement ​ ​ — ​ ​ ( 571 ) Principal payments of finance lease obligations ​ ​ ( 9,450 ) ​ ​ ( 5,863 ) Net cash used in financing activities ​ ( 54,616 ) ​ ​ ( 47,528 ) Effect of exchange rates changes on cash ​ 510 ​ ​ ( 615 ) Net decrease in cash, cash equivalents and restricted cash ​ ( 41,489 ) ​ ( 16,853 ) Cash, cash equivalents and restricted cash, beginning of period ​ 275,912 ​ ​ 328,624 Cash, cash equivalents and restricted cash, end of period ​ $ 234,423 ​ $ 311,771 Supplemental disclosure of non-cash financing activities: ​ ​ ​ ​ ​ ​ Fair value of equipment acquired in leases ​ $ 171 ​ $ — Finance lease obligations incurred ​ $ 25,871 ​ $ 6,982 ​ The accompanying notes are an integral part of these condensed consolidated statements. ​ Page 5 of 34 Table of Contents COGENT COMMUNICATIONS HOLDINGS, INC., AND SUBSIDIARIES NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Description of the business: Reorganization and merger On May 15, 2014, pursuant to the Agreement and Plan of Reorganization (the “Merger Agreement”) by and among Cogent Communications Group, Inc. (“Group”), a Delaware corporation, Cogent Communications Holdings, Inc., a Delaware corporation (“Holdings”) and Cogent Communications Merger Sub, Inc., a Delaware corporation, Group adopted a new holding company organizational structure whereby Group is now a wholly owned subsidiary of Holdings. Holdings is a “successor issuer” to Group pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References to the “Company” for events that occurred prior to May 15, 2014 refer to Cogent Communications Group, Inc. and its subsidiaries and on and after May 15, 2014 the “Company” refers to Cogent Communications Holdings, Inc. and its subsidiaries. Cogent Communications, Inc. is wholly owned by Group and the vast majority of Cogent’s assets, contractual arrangements, and operations are executed by Cogent Communications, Inc. Description of business The Company is a facilities-based provider of low-cost, high-speed Internet access, private network services, and data center colocation space and power. The Company’s network is specifically designed and optimized to transmit packet switched data. The Company delivers its services primarily to small and medium-sized businesses, communications service providers and other bandwidth-intensive organizations in 51 countries across North America, Europe, Oceania, South America, Oceania and Africa. The Company is a Delaware corporation and is headquartered in Washington, DC. The Company offers on-net Internet access services exclusively through its own facilities, which run from its network to its customers’ premises. The Company offers its on-net services to customers located in buildings that are physically connected to its network. As a result, the Company is not dependent on local telephone companies or cable TV companies to serve its customers for its on-net Internet access and private network services. The Company’s on-net service consists of high-speed Internet access and private network services offered at speeds ranging from 100 megabits per second to 400 gigabits per second. The Company provides its on-net Internet access and private network services to its corporate and net-centric customers. The Company’s corporate customers are located in multi-tenant office buildings that typically include law firms, financial services firms, advertising and marketing firms, as well as health care providers, educational institutions and other professional services businesses. The Company’s net-centric customers include bandwidth-intensive users that leverage its network to either deliver content to end users or to provide access to residential or commercial internet users. Content delivery customers include over the top media service providers, content delivery networks, web hosting companies, and commercial content and application software providers. Access customers include access networks comprised of other Internet Service Providers, telephone companies, mobile phone operators and cable television companies that collectively provide internet access to a substantial number of broadband subscribers and mobile phone subscribers across the world. These net-centric customers generally receive the Company’s services in carrier neutral colocation facilities and in the Company’s own data centers. The Company operates data centers throughout North America and Europe that allow its customers to collocate their equipment and access the Company’s network. In addition to providing on-net services, the Company provides Internet access and private network services to customers that are not located in buildings directly connected to its network. The Company provides these off-net services primarily to corporate customers using other carriers’ circuits to provide the “last mile” portion of the link from the customers’ premises to the Company’s network. The Company also provides certain non-core services that resulted from acquisitions. The Company continues to support but does not actively sell these non-core services. In connection with the Company’s acquisition of the Wireline Business of Sprint Communications (as discussed below), the Company will begin to provide optical wavelength services and optical transport services over its fiber network. The Company will sell these wavelength services to its existing customers, customers of Sprint Communications and to new customers who require dedicated optical transport connectivity without the capital and ongoing expenses associated with owning and operating network infrastructure. Page 6 of 34 Table of Contents Acquisition of Sprint Communications On September 6, 2022, Cogent Infrastructure, Inc., a Delaware corporation (the “Buyer”) and a direct wholly owned subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Sprint Communications LLC, a Kansas limited liability company (“Sprint Communications”) and an indirect wholly owned subsidiary of T-Mobile US, Inc., a Delaware corporation (“T-Mobile”), and Sprint LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of T-Mobile (the “Seller”), pursuant to which the Company acquired the U.S. long-haul fiber network (including the non-U.S. extensions thereof) of Sprint Communications and its subsidiaries (the “Wireline Business”). The Purchase Agreement provides that, upon the terms and conditions set forth therein, the Company purchased from the Seller all of the issued and outstanding membership interests (the “Purchased Interests”) of Wireline Network Holdings LLC, a Delaware limited liability company that, following an internal restructuring and divisive merger, holds Sprint Communications’ assets and liabilities relating to the Wireline Business (such transactions contemplated by the Purchase Agreement, collectively, the “Transaction”). The Purchase Agreement includes customary representations, warranties, indemnities and covenants, including regarding the conduct of the Wireline Business prior to the Closing. In addition, the Closing was subject to customary closing conditions, including as to the receipt of certain required regulatory approvals and consents, which have been received. As discussed in Note 10, the acquisition closed on May 1, 2023 (the “Closing Date”). On the Closing Date, the Buyer consummated the Transaction pursuant to the terms of the Purchase Agreement, providing a purchase price of $ 1 payable to the Seller for the Purchased Interests, subject to adjustments for cash, working capital and other customary items, which resulted in the Buyer paying to the Seller approximately $ 61.1 million. The Company has agreed to guarantee the obligations of the Buyer under the Purchase Agreement pursuant to the terms of a Guaranty, dated as of September 6, 2022, by and between the Company and the Seller (the “Parent Guaranty”). The Parent Guaranty contains customary representations, warranties and covenants of the Company and the Seller. Acquisition-Related Costs In connection with the Transaction and negotiation of the Purchase Agreement, the Company incurred a total of $ 2.6 million in professional fees, including $ 0.4 million incurred in the three months ended March 31, 2023. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments that the Company considers necessary for the fair presentation of its results of operations and cash flows for the interim periods covered, and of the financial position of the Company at the date of the interim condensed consolidated balance sheet. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The operating results for interim periods are not necessarily indicative of the operating results for the entire year. While the Company believes that the disclosures are adequate to not make the information misleading, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in its annual report on Form 10-K for the year ended December 31, 2022. The accompanying unaudited condensed consolidated financial statements include all wholly owned subsidiaries. All inter-company accounts and activity have been eliminated. Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. Page 7 of 34 Table of Contents Financial instruments At March 31, 2023 and December 31, 2022, the carrying amount of cash and cash equivalents, restricted cash, accounts receivable, prepaid and other current assets, accounts payable, and accrued expenses approximated fair value because of the short-term nature of these instruments. The Company measures its cash equivalents and restricted cash at amortized cost, which approximates fair value based upon quoted market prices (Level 1). Based upon recent trading prices (Level 2—market approach) at March 31, 2023 the fair value of the Company’s $ 500.0 million aggregate principal amount Senior Secured Notes due 2027 (the “2027 Notes”) was $ 460.0 million, the fair value of the Company’s $ 450.0 million aggregate principal amount Senior Notes due 2026 (the “2026 Notes”) was $ 441.0 million and the estimated liability fair value of the Company’s interest rate swap agreement was $ 50.3 million. Restricted cash and interest rate swap agreement Restricted cash represents amounts held in segregated bank accounts by our clearing broker as margin in support of our Swap Agreement as discussed in Note 3 and was $ 50.3 million as of March 31, 2023. Additional cash may be further restricted to maintain our swap agreement as interest rates fluctuate and margin requirements change. The Company does not use derivative financial instruments for trading purposes. Gross receipts taxes, universal service fund and other surcharges Revenue recognition standards include guidance relating to taxes or surcharges assessed by a governmental authority that are directly imposed on a revenue-producing transaction between a seller and a customer and may include, but are not limited to, gross receipts taxes, excise taxes, Universal Service Fund fees and certain state regulatory fees. Such charges may be presented gross or net based upon the Company’s accounting policy election. The Company records certain excise taxes and surcharges on a gross basis and includes them in its revenue and network operations expense. Excise taxes and surcharges billed to customers and recorded on a gross basis (as service revenue and costs of network operations) were $ 4.2 million and $ 3.7 million for the three months ended March 31, 2023 and March 31, 2022, respectively. Basic and diluted net income per common share Basic earnings per share (“EPS”) excludes dilution for common stock equivalents and is computed by dividing net income or (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding during each period, adjusted for the effect of dilutive common stock equivalents. Shares of restricted stock are included in the computation of basic EPS as they vest and are included in diluted EPS, to the extent they are dilutive, determined using the treasury stock method. The following details the determination of diluted weighted average shares: ​ ​ ​ ​ ​ ​ ​ Three Months Three Months ​ ​ Ended ​ Ended ​ ​ March 31, 2023 ​ March 31, 2022 Weighted average common shares - basic ​ 47,037,091 46,575,848 Dilutive effect of stock options ​ 16,299 21,310 Dilutive effect of restricted stock ​ 327,836 332,033 Weighted average common shares - diluted ​ 47,381,226 46,929,191 ​ The following details unvested shares of restricted common stock as well as the anti-dilutive effects of stock options and restricted stock awards outstanding: ​ ​ ​ ​ ​ ​ ​ March 31, 2023 March 31, 2022 Unvested shares of restricted common stock ​ 1,261,342 ​ 1,352,439 Anti-dilutive options for common stock ​ 100,777 ​ 85,921 Anti-dilutive shares of restricted common stock ​ 137,892 ​ 479,655 ​ Page 8 of 34 Table of Contents Stockholders’ Deficit The following details the changes in stockholders’ deficit for the three months ended March 31, 2023 and March 31, 2022, respectively (in thousands except share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ Shares Amount Capital Income (Loss) Deficit Equity (Deficit) Balance at December 31, 2021 ​ 47,674,189 ​ $ 48 ​ $ 547,734 ​ $ ( 11,003 ) ​ $ ( 909,877 ) ​ $ ( 373,098 ) Forfeitures of shares granted to employees ( 9,582 ) ​ — ​ — ​ — ​ — ​ — Equity-based compensation — ​ — ​ 6,614 ​ — ​ — ​ 6,614 Foreign currency translation — ​ — ​ — ​ ( 2,165 ) ​ — ​ ( 2,165 ) Issuances of common stock 256,800 ​ — ​ — ​ — ​ — ​ — Exercises of options 5,173 ​ — ​ 204 ​ — ​ — ​ 204 Dividends paid — ​ — ​ — ​ — ​ ( 41,298 ) ​ ( 41,298 ) Net income — ​ — ​ — ​ — ​ 1,137 ​ 1,137 Balance at March 31, 2022 47,926,580 ​ $ 48 ​ $ 554,552 ​ $ ( 13,168 ) ​ $ ( 950,038 ) ​ $ ( 408,606 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ Shares Amount Capital Income (Loss) Deficit Equity (Deficit) Balance at December 31, 2022 48,013,330 ​ $ 48 ​ $ 575,064 ​ $ ( 19,156 ) ​ $ ( 1,074,588 ) ​ $ ( 518,632 ) Forfeitures of shares granted to employees ( 6,509 ) ​ — ​ — ​ — ​ — ​ — Equity-based compensation — ​ — ​ 7,315 ​ — ​ — ​ 7,315 Foreign currency translation — ​ — ​ — ​ 1,788 ​ — ​ 1,788 Issuances of common stock 286,762 ​ — ​ — ​ — ​ — ​ — Exercises of options 3,299 ​ — ​ 145 ​ — ​ — ​ 145 Dividends paid — ​ — ​ — ​ — ​ ( 45,311 ) ​ ( 45,311 ) Net income — ​ — ​ — ​ — ​ 6,148 ​ 6,148 Balance at March 31, 2023 48,296,882 ​ $ 48 ​ $ 582,524 ​ $ ( 17,368 ) ​ $ ( 1,113,751 ) ​ $ ( 548,547 ) ​ Revenue recognition The Company recognizes revenue under ASU No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Under ASC 606, installation fees for contracts with terms longer than month-to-month are recognized over the contract term. The Company believes that the installation fee does not give rise to a material right as defined by ASC 606 for contracts with terms longer than month-to-month. The Company recognizes revenue over the estimated average customer life for installation fees associated with month-to-month contracts, because the installation fee represents a material right as defined by ASC 606. The Company capitalizes certain contract acquisition costs that relate directly to a customer contract, including commissions paid to its sales team and sales agents, and amortizes these costs on straight-line basis over the period the services are transferred to the customer for commissions paid to its sales team (estimated customer life) and over the remaining original contract term for agent commissions. Management assesses these costs for impairment at least quarterly and as “triggering” events occur that indicate it is more likely than not that an impairment exists. The Company’s service offerings consist of on-net and off-net telecommunications services. Fixed fees are billed monthly in advance and usage fees are billed monthly in arrears. Amounts billed are due upon receipt and contract lengths range from month to month to 60 months . The Company satisfies its performance obligations to provide services to customers over time as the services are rendered. In accordance with ASC 606, revenue is recognized when a customer obtains the promised service. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. The Company has adopted the practical expedient related to certain performance obligation disclosures since it has a right to consideration from its customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. Page 9 of 34 Table of Contents To achieve this core principle, the Company follows the following five steps: 1) Identification of the contract, or contracts with a customer 2) Identification of the performance obligations in the contract 3) Determination of the transaction price 4) Allocation of the transaction price to the performance obligations in the contract 5) Recognition of revenue when, or as, the Company satisfies its performance obligations Fees billed in connection with customer installations are deferred (as deferred revenue) and recognized as noted above. To the extent a customer contract is terminated prior to its contractual end the customer is subject to termination fees. The Company vigorously seeks payment of these termination fees. The Company recognizes revenue for termination fees as they are collected. Service revenue recognized from amounts in deferred revenue (contract liabilities) at the beginning of the period during the three months ended March 31, 2023 was $ 1.8 million and during the three months ended March 31, 2022 was $ 1.9 million. Amortization expense for contract costs was $ 4.8 million for the three months ended March 31, 2023 and $ 4.7 million for the three months ended March 31, 2022. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 replaced most existing lease accounting guidance. The operating lease liability under ASU 2016-02 is not considered a liability under the consolidated leverage ratio calculations in the indentures governing the Company’s senior unsecured and senior secured note obligations. The Company has made an accounting policy election to not apply the recognition requirements of ASU 2016-02 to its short-term leases - leases with a term of one year or less. The Company has also elected to apply certain practical expedients under ASU 2016-02 including not separating lease and non-lease components on its finance and operating leases. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Three Months ​ ​ ​ Ended Ended ​ ​ March 31, 2023 March 31, 2022 ​ Finance lease costs ​ ​ ​ ​ ​ Amortization of right-of-use assets ​ $ 8,968 ​ $ 6,998 ​ Interest expense on finance lease liabilities ​ 6,430 ​ ​ 5,081 ​ Operating lease cost ​ 4,582 ​ ​ 4,773 ​ Total lease costs ​ ​ 19,980 ​ ​ 16,852 ​ Other lease information ​ ​ ​ ​ ​ ​ ​ Cash paid for amounts included in the measurement of lease liabilities ​ ​ ​ ​ ​ ​ ​ Operating cash flows from finance leases ​ ​ ( 5,136 ) ​ ​ ( 6,621 ) ​ Operating cash flows from operating leases ​ ​ ( 4,957 ) ​ ​ ( 4,811 ) ​ Financing cash flows from finance leases ​ ​ ( 9,450 ) ​ ​ ( 5,863 ) ​ Right-of-use assets obtained in exchange for new finance lease liabilities ​ ​ 25,871 ​ ​ 6,982 ​ Right-of-use assets obtained in exchange for new operating lease liabilities ​ ​ 363 ​ ​ 4,841 ​ Weighted-average remaining lease term — finance leases (in years) ​ ​ 13.4 ​ ​ 12.6 ​ Weighted-average remaining lease term — operating leases (in years) ​ ​ 16.1 ​ ​ 18.5 ​ Weighted average discount rate — finance leases ​ ​ 8.8 % ​ 8.9 % Weighted average discount rate — operating leases ​ ​ 5.4 % ​ 5.4 % ​ Page 10 of 34 Table of Contents Finance leases—fiber lease agreements The Company has entered into lease agreements with numerous providers of dark fiber under indefeasible-right-of use agreements (“IRUs”). These IRUs typically have initial terms of 15 - 20 years and include renewal options after the initial lease term. The Company establishes the number of renewal option periods used in determining the lease term based upon its assessment at the inception of the lease of the number of option periods for which failure to renew the lease imposes a penalty in such amount that renewal appears to be reasonably certain. The option to renew may be automatic, at the option of the Company or mutually agreed to between the dark fiber provider and the Company. Once the Company has accepted the related fiber route, leases that meet the criteria for treatment as finance leases are recorded as a finance lease obligation and an IRU asset. The interest rate used in determining the present value of the aggregate future minimum lease payments is the Company’s incremental borrowing rate for the reasonably certain lease term. The implicit rates within the Company’s operating leases are generally not determinable and the Company determines its incremental borrowing rate for each lease using its current borrowing rate, adjusted for various factors including level of collateralization and term to align with the term of the lease. The determination of the Company’s incremental borrowing rate requires judgment. Finance lease assets are included in property and equipment in the Company’s consolidated balance sheets. As of March 31, 2023, the Company had committed to additional dark fiber IRU lease agreements totaling $ 100.0 million in future payments to be paid over periods of up to 20 years . These obligations begin when the related fiber is accepted, which is generally expected to occur in the next 12 months. Operating leases The Company leases office space and certain data center facilities under operating leases. In certain cases the Company also enters into short-term operating leases for dark fiber. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments under the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the reasonably certain lease term. The implicit rates within the Company’s operating leases are generally not determinable and the Company uses its incremental borrowing rate at the lease commencement date to determine the present value of its lease payments. The determination of the Company’s incremental borrowing rate requires some judgment. The Company determines its incremental borrowing rate for each lease using its current borrowing rate, adjusted for various factors, including level of collateralization and term, to align with the term of the lease. Certain of the Company’s leases include options to extend or terminate the lease. The Company establishes the number of renewal option periods used in determining the operating lease term based upon its assessment at the inception of the operating lease of the number of option periods for which failure to renew the lease imposes a penalty in such amount that renewal appears to be reasonably certain. The option to renew may be automatic, at the option of the Company or mutually agreed to between the landlord or dark fiber provider and the Company. Once the Company has accepted the related fiber route or the facility lease term has begun, the present value of the aggregate future minimum operating lease payments is recorded as an operating lease liability and a right-of-use leased asset. Lease incentives and deferred rent liabilities for facilities operating leases are presented with, and netted against, the right-of-use leased asset. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease. The future minimum payments under these operating lease and finance lease agreements are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Finance For the Twelve Months Ending March 31, ​ Leases ​ Leases 2024 ​ 17,434 ​ ​ 44,301 2025 ​ ​ 16,785 ​ ​ 44,765 2026 ​ ​ 13,692 ​ ​ 37,553 2027 ​ ​ 11,962 ​ ​ 36,918 2028 ​ ​ 10,772 ​ ​ 43,054 Thereafter ​ ​ 84,003 ​ ​ 346,896 Total minimum lease obligations ​ ​ 154,648 ​ ​ 553,487 Less—amounts representing interest ​ ​ ( 50,357 ) ​ ​ ( 233,105 ) Present value of minimum lease obligations ​ ​ 104,291 ​ ​ 320,382 Current maturities ​ ​ ( 12,369 ) ​ ​ ( 19,782 ) Lease obligations, net of current maturities ​ $ 91,922 ​ $ 300,600 ​ Page 11 of 34 Table of Contents Allowance for credit losses As of January 1, 2020, the Company maintained an allowance for credit losses to cover its current expected credit losses on its trade receivables arising from the failure of customers to make contractual payments. The Company estimates credit losses expected over the life of its trade receivables based on historical information combined with current conditions that may affect a customer’s ability to pay and reasonable and supportable forecasts. While the Company uses various credit quality metrics, it primarily monitors collectability by reviewing the duration of collection pursuits on its delinquent trade receivables. Based on the Company’s experience, the customer’s delinquency status is the strongest indicator of the credit quality of the underlying trade receivables, which is analyzed monthly. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current-period ​ ​ ​ ​ ​ ​ ​ ​ Provision for ​ Write offs ​ ​ ​ ​ ​ Beginning ​ Expected Credit ​ Charged Against ​ Ending Description Balance Losses Allowance Balance Allowance for credit losses (deducted from accounts receivable) ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, 2023 ​ $ 2,303 ​ $ 1,548 ​ $ ( 1,176 ) ​ $ 2,675 Three months ended March 31, 2022 ​ $ 1,510 ​ $ 946 ​ $ ( 980 ) ​ $ 1,476 ​ Net bad debt expense for the three months ended March 31, 2023 was $ 1.2 million which is net of bad debt recoveries of $ 0.3 million. Net bad debt expense for the three months ended March 31, 2022 was $ 0.3 million which is net of bad debt recoveries of $ 0.6 million. ​ 2. Property and equipment: Depreciation and amortization expense related to property and equipment and finance leases was $ 25.2 million and $ 22.7 million for the three months ended March 31, 2023 and 2022, respectively. The Company capitalized the compensation costs of employees directly involved with its construction activities of $ 3.7 million and $ 3.2 million for the three months ended March 31, 2023 and 2022, respectively. 3. Long-term debt: As of March 31, 2023, the Company had outstanding $ 450.0 million aggregate principal amount of 2027 Notes and $ 500.0 million aggregate principal amount of 2026 Notes. The 2027 Notes were issued in June 2022, are due on June 15, 2027 and bear interest at a rate of 7.00 % per year. Interest on the 2027 Notes is paid semi-annually on June 15 and December 15 of each year. The 2026 Notes were issued in May 2021, are due on May 1, 2026 and bear interest at a rate of 3.50 % per year. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1 of each year. In June 2022, the Company redeemed and extinguished its € 350.0 million aggregate principal amount of Senior Unsecured Euro Notes due 2024 (the “2024 Notes”). The 2024 Notes were due on June 30, 2024 and bore interest at a rate of 4.375 % per year. Interest on the 2024 Notes was paid semi-annually on June 30 and December 30 of each year. Page 12 of 34 Table of Contents Limitations under the indentures The indentures governing the 2027 Notes and the 2026 Notes (the “Indentures”), among other things, limit the Company’s ability to incur indebtedness; to pay dividends or make other distributions; to make certain investments and other restricted payments; to create liens; to consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; to incur restrictions on the ability of a subsidiary to pay dividends or make other payments; and to enter into certain transactions with its affiliates. There are certain exceptions to the limitations on the Company’s ability to incur indebtedness under the Indentures, including IRU agreements incurred in the normal course of business and any additional indebtedness if the Company’s consolidated leverage ratio, as defined in the Indentures, is less than 6.0 to 1.0 or the Company’s fixed charge coverage ratio, as defined in the Indentures, is 2.0 to 1.0 or greater. The Company can also incur unlimited liens (which can be used, together with capacity under the debt covenant, to incur additional secured indebtedness) if the Company’s consolidated secured leverage ratio, as defined in the Indentures, is less than 4.0 to 1.0 . Under the Indentures, the Company can pay dividends, make other distributions, make certain investments and make other restricted payments under certain circumstances, including if, after giving pro forma effect to such restricted payment, the Company could still incur $ 1 of indebtedness, as defined (i.e., either its consolidated leverage ratio is less than 6.0 to 1.0 or its fixed charge coverage ratio is 2.0 to 1.0 or greater). As of March 31, 2023, the Company’s consolidated leverage ratio was below 6.0 , the Company’s consolidated secured leverage ratio was below 4.0 and the Company’s fixed charge coverage ratio was above 2.0 . As of March 31, 2023, a total of $ 426.1 million (inclusive of a $ 250.0 general basket) was unrestricted and permitted for restricted payments, including dividends and stock purchases. Interest rate swap agreement As of March 31, 2023, the Company 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 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. The critical terms of the Swap Agreement match the terms of the 2026 Notes, including the notional amount and the optional redemption date on February 1, 2026. The Company did not elect hedge accounting for the Swap Agreement. The Swap Agreement is recorded at its fair value at each reporting period, and the Company incurs gains and losses due to changes in market interest rates. By entering into the Swap Agreement, the Company has assumed the risk associated with variable interest rates. Changes in interest rates affect the valuation of the Swap Agreement that the Company recognizes in its consolidated statements of comprehensive income. The values that the Company reports for the Swap Agreement as of each reporting date are recognized as “change in valuation – interest rate swap” with the corresponding amounts included in assets or liabilities in the Company’s consolidated balance sheets. As of March 31, 2023 the fair value of the Swap Agreement was a net liability of $ 50.3 million of which $ 20.2 million is presented with accrued and other current liabilities and $ 30.1 million is presented with other long-term liabilities. In the three months ended March 31, 2023 and 2022, the Company recorded an unrealized gain (loss) related to the Swap Agreement of $ 1.8 million and ($ 21.3 ) million, respectively. The Company has made a $ 52.4 million deposit with the counterparty to the Swap Agreement. If the fair value of the Swap Agreement exceeds a net liability of $ 52.4 million the Company will be required to deposit additional funds with the counterparty equal to the net liability fair value. As of March 31, 2023, $ 50.3 million of the deposit was restricted and $ 2.1 million was unrestricted. Under the Swap Agreement, the Company pays the counterparty a semi-annual payment based upon overnight SOFR plus a contractual interest rate spread, and the counterparty pays the Company a semi-annual fixed 3.50 % interest payment. The settlement payment is made each November and May until the Swap Agreement expires in February 2026. Under the first Swap Agreement settlement in November 2021, the Company received a payment of $ 0.6 million from the counterparty for a net cash savings of $ 0.6 million for the period from August 9, 2021 (the Swap Agreement inception date) to October 31, 2021. Under the settlement payment made in May 2022, the Company received a payment of $ 1.2 million from the counterparty for a net cash savings of $ 1.2 million for the period from November 1, 2021 to April 30, 2022. Under the settlement payment made in November 2022, the Company made a payment of $ 3.4 million to the counterparty for a net cash interest cost of $ 3.4 million for the period from May 1, 2022 to October 31, 2022. Under the settlement payment to be made in May 2023, the Company made a payment of approximately $ 9.5 million to the counterparty for a net cash interest cost of approximately $ 9.5 million for the period from November 1, 2022 to April 30, 2023. Page 13 of 34 Table of Contents 4. Commitments and contingencies : Current and potential litigation In accordance with the accounting guidance for contingencies, the Company accrues its estimate of a contingent liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Where it is probable that a liability has been incurred and there is a range of expected loss for which no amount in the range is more likely than any other amount, the Company accrues at the low end of the range. The Company reviews its accruals at least quarterly and adjusts them to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. The Company has taken certain positions related to its obligations for leased circuits for which it is reasonably possible could result in a loss of up to $ 3.9 million in excess of the amount accrued at March 31, 2023. In the ordinary course of business the Company is involved in other legal activities and claims. Because such matters are subject to many uncertainties and the outcomes are not predictable with assurance, the liability related to these legal actions and claims cannot be determined with certainty. Management does not believe that such claims and actions will have a material impact on the Company’s financial condition or results of operations. Judgment is required in estimating the ultimate outcome of any dispute resolution process, as well as any other amounts that may be incurred to conclude the negotiations or settle any litigation. Actual results may differ from these estimates under different assumptions or conditions and such differences could be material. 5. Income taxes: The components of income before income taxes consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Three Months Ended ​ March 31, 2023 ​ March 31, 2022 Domestic ​ $ 2,978 ​ $ 3,352 Foreign ​ 7,674 ​ ( 1,674 ) Total ​ $ 10,652 ​ $ 1,678 ​ ​ 6. Common stock buyback program and stock options and award plan: The Company’s Board of Directors has approved purchases of shares of the Company’s common stock under a buyback program (the “Buyback Program”) through December 31, 2023. As of March 31, 2023, there was $ 30.4 million remaining for purchases under the Buyback Program. There were no purchases of common stock during both the three months ended March 31, 2023 and March 31, 2022. During the three months ended March 31, 2023 the Company granted 258,762 shares of restricted stock to primarily to its executive employees valued at $ 16.0 million that primarily vest over periods ending in December 2026. The vesting of 104,850 of these shares is subject to certain performance conditions. Of the total performance shares granted, the vesting of up to 29,334 performance shares granted to the Company’s CEO is subject to the total shareholder return of the Company’s common stock compared to the total shareholder return of the Nasdaq Telecommunications Index. 7. Dividends on common stock: On May 3, 2023, the Company’s Board of Directors approved the payment of a quarterly dividend of $ 0.935 per common share. This estimated $ 44.0 million dividend payment is expected to be made on June 2, 2023. The payment of any future dividends and any other returns of capital, including stock buybacks will be at the discretion of the Company’s Board of Directors and may be reduced, eliminated or increased and will be dependent upon the Company’s financial position, results of operations, available cash, cash flow, capital requirements, limitations under the Company’s debt indentures and other factors deemed relevant by the Company’s Board of Directors. The Company is a Delaware corporation and under the General Corporation Law of the State of Delaware distributions may be restricted including a restriction that distributions, including stock purchases and dividends, do not result in an impairment of a corporation’s capital, as defined under Delaware law. The indentures governing the Company’s notes limit the Company’s ability to return cash to its stockholders. Page 14 of 34 Table of Contents 8. Related party transactions: Office leases The Company’s headquarters is located in an office building owned by Sodium LLC whose owner is the Company’s Chief Executive Officer, David Schaeffer. The fixed annual rent for the headquarters building is $ 1.0 million per year plus an allocation of taxes and utilities. The lease began in May 2015, and the lease term was for five years . In February 2020, the lease term was extended to May 2025.The lease is cancellable at no cost by the Company upon 60 days ’ notice. The Audit Committee of the Company’s Board of Directors (the “Audit Committee”) reviews and approves all transactions with related parties. The Company paid $ 0.4 million and $ 0.5 million in the three months ended March 31, 2023 and 2022, respectively, for rent and related costs (including taxes and utilities) for this lease. On January 6, 2023, the Company entered into two lease agreements (the “New Leases”), one with Thorium LLC and one with Germanium LLC, entities owned by the Company’s Chief Executive Officer, David Schaeffer. The Audit Committee, which is responsible for reviewing any related party transactions, reviewed and approved the Company’s entry into the New Leases. The first of the New Leases is with Thorium LLC for approximately 54,803 square feet of office space, which will serve as office space for the Company replacing a portion of its current office space in the Northern Virginia area (“Office Lease”). The second of the New Leases is with Germanium LLC for approximately 1,587 square feet of technical space, in the building which will serve as network operations space for the Company (“Network Operations Lease”). The term for each of the New Leases is five years beginning March 1, 2023 (or an actual later date of occupancy). Both of the New Leases are cancellable by the Company without penalty upon 60 days written notice. The amount of fixed annual rent during the term of the Office Lease will be $ 1.2 million, and the Company is also responsible for paying its proportionate share of the building’s operating expenses that exceed a 2023 base year. The Company made no payments in the three months ended March 31, 2023 for rent and related costs for the Office Lease as the Company did not take occupancy of the space until April 2023. The amount of fixed annual rent during the term of the Network Operations Lease will be $ 34,914 , and the Company is also responsible for paying its metered utility costs and a proportionate share of the building’s other operating expenses that exceed a 2023 base year. The Company made no payments in the three months ended March 31, 2023 for rent and related costs for the Network Operations Lease as the Company did not take occupancy of the space until April 2023. 9. Segment information: The Company operates as one operating segment. The Company’s service revenue by geographic region and product class and long-lived assets by geographic region are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues On-net Off-net Non-core Total North America ​ $ 88,697 ​ $ 32,876 ​ $ 136 ​ $ 121,709 Europe ​ 21,847 ​ 4,020 ​ 16 ​ 25,883 Oceania ​ ​ 3,755 ​ ​ 327 ​ ​ 9 ​ ​ 4,091 South America ​ ​ 1,645 ​ ​ 33 ​ ​ 1 ​ ​ 1,679 Africa ​ ​ 199 ​ ​ 27 ​ ​ — ​ ​ 226 Total ​ $ 116,143 ​ $ 37,283 ​ $ 162 ​ $ 153,588 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues On-net Off-net Non-core Total North America ​ $ 86,442 ​ $ 31,710 ​ $ 140 ​ $ 118,292 Europe ​ ​ 21,496 ​ ​ 4,274 ​ ​ 10 ​ ​ 25,780 Oceania ​ ​ 3,141 ​ ​ 337 ​ ​ 3 ​ ​ 3,481 Latin America ​ ​ 1,392 ​ ​ 58 ​ ​ 1 ​ ​ 1,451 Africa ​ ​ 163 ​ ​ 8 ​ ​ — ​ ​ 171 Total ​ $ 112,634 ​ $ 36,387 ​ $ 154 ​ $ 149,175 ​ Page 15 of 34 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Long-lived assets, net ​ ​ ​ ​ ​ ​ North America ​ $ 419,979 ​ $ 397,434 Europe and other ​ 152,064 ​ ​ 147,005 Total ​ $ 572,043 ​ $ 544,439 ​ The majority of North American revenue consists of services delivered within the United States. ​ 10. Subsequent Events: On May 1, 2023 (the “Closing Date”), Cogent Infrastructure, Inc., a Delaware corporation (the “Buyer”) and a direct wholly owned subsidiary of the Company, closed on its acquisition of the U.S. long-haul fiber network (including the non-U.S. extensions thereof) of Sprint Communications and its subsidiaries (the “Wireline Business”) in accordance with the terms and conditions of the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated September 6, 2022, by and among the Buyer, Sprint Communications LLC, a Kansas limited liability company (“Sprint Communications”) and an indirect wholly owned subsidiary of T-Mobile US, Inc., a Delaware corporation (“T-Mobile”), and Sprint LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of T-Mobile (the “Seller”). On the Closing Date, the Company purchased from the Seller all of the issued and outstanding membership interests (the “Purchased Interests”) of Wireline Network Holdings LLC, a Delaware limited liability company that, following an internal restructuring and divisive merger, holds Sprint Communications’ assets and liabilities relating to the Wireline Business (such transactions contemplated by the Purchase Agreement, collectively, the “Transaction”). Purchase Price On the Closing Date, the Buyer consummated the Transaction pursuant to the terms of the Purchase Agreement, providing a purchase price of $ 1 payable to the Seller for the Purchased Interests, subject to customary adjustments, including working capital (the “Working Capital Adjustment”), as set forth in the Purchase Agreement. As consideration for the Purchased Interests, the Working Capital Adjustment (primarily related to acquired cash and cash equivalents of an estimated $ 43.4 million in order to fund the International operations of the Wireline Business) resulted in the Buyer making a payment of $ 61.1 million to the Seller on the Closing Date. Additionally, the Working Capital Adjustment includes an estimated payment of $ 30.8 million from Seller to Buyer related to acquired lease obligations. This amount will be paid in equal payments of 25 % each in months 55 to 58 after the Closing Date. IP Transit Services Agreement On the Closing Date, T-Mobile USA, Inc., a Delaware corporation and direct subsidiary of T-Mobile (“TMUSA”), entered into an agreement for IP transit services, pursuant to which TMUSA will pay an affiliate of the Company an aggregate of $ 700 million, consisting of (i) $ 350 million in equal monthly installments during the first year after the Closing Date and (ii) $ 350 million in equal monthly installments over the subsequent 42 months. Transition Services Agreement On the Closing Date, the Buyer entered into a transition services agreement (the “TSA”) with the Seller, pursuant to which the Seller and certain of its affiliates will provide to the Buyer and its affiliates, and the Buyer and certain of its affiliates will provide to the Seller and certain of its affiliates, on an interim basis following the Closing Date, certain specified services (the “Transition Services”) to ensure an orderly transition following the separation of the Wireline Business from Sprint Communications. The services to be provided by the Seller and its affiliates include, among others, information technology support, back office and finance, real estate and facilities, vendor and supply chain management and human resources. The services to be provided by the Buyer and its affiliates include, among others, information technology and network support, finance and back office and other wireless business support. The Transition Services are generally intended to be provided for a period of up to two years following the Closing Date, although such period may be extended for an additional one-year term by either party upon 30 days ’ prior written notice. The fees for the Transition Services will be calculated using either a per service monthly fee or an hourly rate for the employees allocated to provide such services. Any third-party costs incurred in providing the Transition Services will be passed on to the party receiving such services at cost. Page 16 of 34 Table of Contents Either party to the TSA may terminate the agreement (i) with respect to any individual service for convenience upon 30 days ’ prior written notice or (ii) in its entirety if the other party has failed to perform any of its material obligations and such failure is not cured within 30 days. The TSA provides for customary indemnification and limits on liability. Other Services Provided to Seller In addition, on the Closing Date, the Buyer and TMUSA entered into an agreement for colocation, connectivity services, pursuant to which the Buyer and certain of its affiliates will provide such services to the Seller for a per service monthly fee plus certain third-party costs incurred in providing the services.