Description of the business: (Tables)
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3 Months Ended |
Mar. 31, 2025 |
Description of the business: |
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Schedule of acquisition-date fair value of consideration to be received from the transaction |
| | | | (In thousands) | | May 1, 2023 | Working capital payments made to the Seller, net of severance reimbursements (a) | | $ | 37,532 | Purchase Agreement payment to be received from the Seller, net of discount of $8,392 (b) | | | 19,723 | Amounts due from the Seller – IP Transit Services Agreement, net of discount of $79,610 (c) | | | 620,390 | Total to be received from the Seller | | | 640,113 | Total net consideration to be received from the Seller (d) | | | 602,581 |
(a) | Includes $61.1 million paid to the Seller on the Closing Date and $5.0 million paid in April 2024. Additionally, includes an offsetting $28.6 million in total severance reimbursement payments received from the Seller recorded as measurement period adjustments of : |
| ● | $16.2 million during the three months ended December 31, 2023; |
| ● | $4.3 million during the three months ended March 31, 2024; and |
| ● | $8.0 million during the three months ended June 30, 2024. |
(b) | Under the Purchase Agreement, 50.0% of the assumed short-term operating lease liabilities totaling $28.1 million are to be paid to the Company from the Seller in four equal installments in months 55-58 from the Closing Date which were recorded at their present value resulting in a discount of $8.4 million. During the three months ended March 31, 2024, the Working Capital Adjustment, net of discount, was adjusted by $17.0 million to reflect the conclusion of the determination of amounts due from the Seller from the Short-term Lease Payment. |
(c) | The IP Transit Services Agreement payments totaling $700.0 million were recorded at their present value resulting in a discount of $79.6 million. The $700.0 million is to be paid to the Company from the Seller in equal monthly payments of $29.2 million in months 1-12 and $8.3 million in months 13-54. |
(d) | Cash consideration was $1. |
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Schedule of fair values for each major class of assets acquired and liabilities assumed at the closing date |
| | | | | | May 1, 2023 | Assets | | | | Current assets: | | | | Cash and cash equivalents | | $ | 47,074 | Accounts receivable | | | 39,948 | Prepaid expenses and other current assets | | | 22,777 | Total current assets | | | 109,799 | Total property and equipment | | | 965,715 | Right-of-use leased assets | | | 304,982 | IPv4 intangible assets | | | 458,000 | Other intangible assets | | | 16,000 | Deposits and other assets | | | 7,521 | Total assets | | $ | 1,862,017 | Liabilities | | | | Current liabilities: | | | | Accounts payable | | $ | 13,313 | Accrued and other current liabilities | | | 25,344 | Current maturities, operating lease liabilities | | | 74,562 | Current maturities, finance lease liabilities | | | 39,559 | Total current liabilities | | | 152,778 | Operating lease liabilities, net of current maturities | | | 251,573 | Finance lease liabilities, net of current maturities | | | 121,342 | Deferred income tax liabilities | | | 474,891 | Other long-term liabilities | | | 35,366 | Total liabilities | | | 1,035,950 | Fair value of net assets acquired | | $ | 826,067 | Gain on bargain purchase | | | | Fair value of net assets acquired | | $ | 826,067 | Total net consideration to be received from the Seller, net of discounts - see table above | | | 602,581 | Gain on bargain purchase | | $ | 1,428,648 |
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Schedule of diluted weighted average shares |
| | | | | | | Three Months | | Three Months | | | Ended | | Ended | | | March 31, 2025 | | March 31, 2024 | Weighted-average common shares - basic | | 47,676,735 | | 47,416,268 | Dilutive effect of stock options | | — | | — | Dilutive effect of restricted stock | | — | | — | Weighted-average common shares - diluted | | 47,676,735 | | 47,416,268 |
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Schedule of details unvested shares of restricted common stock as well as the anti-dilutive effects of stock options and restricted stock awards outstanding |
| | | | | | | Three Months | | Three Months | | | Ended | | Ended | | | March 31, 2025 | | March 31, 2024 | Unvested shares of restricted common stock | | 1,661,185 | | 1,602,845 | Anti-dilutive options for common stock | | 137,945 | | 194,990 | Anti-dilutive shares of restricted common stock | | 789,335 | | 115,341 |
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Schedule of stockholders' (deficit) equity |
The following details the changes in stockholders’ (deficit) equity for the three months ended March 31, 2025 and 2024, respectively (in thousands except share data): | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated | | | | | | | | | | | | | | Additional | | Other | | | | | Total | | | Common Stock | | Paid-in | | Comprehensive | | Accumulated | | Stockholders’ | | | Shares | | Amount | | Capital | | Income (Loss) | | Equity (Deficit) | | Equity | Balance at December 31, 2023 | | 48,608,569 | | $ | 49 | | $ | 606,755 | | $ | (14,385) | | $ | 17,137 | | $ | 609,556 | Forfeitures of shares granted to employees | | (37,379) | | | — | | | — | | | — | | | — | | | — | Equity-based compensation | | — | | | — | | | 7,616 | | | — | | | — | | | 7,616 | Foreign currency translation | | — | | | — | | | — | | | (5,034) | | | — | | | (5,034) | Issuances of common stock | | 439,090 | | | — | | | — | | | — | | | — | | | — | Exercises of options | | 3,207 | | | — | | | 164 | | | — | | | — | | | 164 | Dividends paid | | — | | | — | | | — | | | — | | | (46,351) | | | (46,351) | Net loss | | — | | | — | | | — | | | — | | | (65,307) | | | (65,307) | Balance at March 31, 2024 | | 49,013,487 | | $ | 49 | | $ | 614,535 | | $ | (19,419) | | $ | (94,521) | | $ | 500,644 |
| | | | | | | | | | | | | | | | | | | | Common Stock | | Paid-in | | Comprehensive | | Accumulated | | Stockholders’ | | | Shares | | Amount | | Capital | | Loss | | Deficit | | Equity | Balance at December 31, 2024 | | 49,034,925 | | $ | 49 | | $ | 629,829 | | $ | (30,685) | | $ | (376,345) | | $ | 222,848 | Forfeitures of shares granted to employees | | (10,260) | | | — | | | — | | | — | | | — | | | — | Equity-based compensation | | — | | | — | | | 9,298 | | | — | | | — | | | 9,298 | Foreign currency translation | | — | | | — | | | — | | | 11,752 | | | — | | | 11,752 | Issuances of common stock | | 310,598 | | | — | | | — | | | — | | | — | | | — | Exercises of options | | 2,047 | | | — | | | 121 | | | — | | | — | | | 121 | Dividends paid | | — | | | — | | | — | | | — | | | (49,133) | | | (49,133) | Net loss | | — | | | — | | | — | | | — | | | (52,042) | | | (52,042) | Balance at March 31, 2025 | | 49,337,310 | | $ | 49 | | $ | 639,248 | | $ | (18,933) | | $ | (477,520) | | $ | 142,844 |
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Schedule of revenue for termination fees |
| | | | | | | | | Three Months | | Three Months | | | Ended | | Ended | (in thousands) | | March 31, 2025 | | March 31, 2024 | Service revenue recognized from deferred revenue balance at beginning of period | | $ | 2,252 | | $ | 3,085 | Amortization expense for contract costs | | | 5,373 | | | 4,733 |
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Schedule of lease cost |
| | | | | | | | | Three Months | | Three Months | | | Ended | | Ended | (Amounts in thousands) | | March 31, 2025 | | March 31, 2024 | Finance lease cost | | | | | | | Amortization of right-of-use assets | | $ | 13,916 | | $ | 11,564 | Interest expense on finance lease liabilities | | | 11,106 | | | 10,411 | Operating lease cost | | | 17,444 | | | 24,251 | Total lease costs | | $ | 42,466 | | $ | 46,226 |
| | | | | | | | | | Three Months | | Three Months | | | | Ended | | Ended | | | | March 31, 2025 | | March 31, 2024 | | Other lease information (amounts in thousands) | | | | | | | | Cash paid for amounts included in the measurement of lease liabilities | | | | | | | | Operating cash flows from finance leases | | $ | (9,723) | | $ | (10,419) | | Operating cash flows from operating leases | | | (18,665) | | | (24,729) | | Financing cash flows from finance leases | | | (8,003) | | | (23,235) | | Right-of-use assets obtained in exchange for new finance lease liabilities | | | 38,961 | | | 54,423 | | Right-of-use assets obtained in exchange for new operating lease liabilities | | | 7,873 | | | 5,151 | | Weighted-average remaining lease term — finance leases (in years) | | | 17.2 | | | 14.2 | | Weighted-average remaining lease term — operating leases (in years) | | | 11.1 | | | 12.3 | | Weighted-average discount rate — finance leases | | | 8.1 | % | | 7.7 | % | Weighted-average discount rate — operating leases | | | 7.6 | % | | 8.1 | % |
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Schedule of future minimum payments under these operating lease agreements |
The future minimum payments under operating lease and finance lease agreements are as follows (in thousands): | | | | | | | | | Operating | | Finance | For the Twelve Months Ending March 31 | | Leases | | Leases | 2026 | | $ | 63,812 | | $ | 65,639 | 2027 | | | 59,932 | | | 61,187 | 2028 | | | 57,551 | | | 61,327 | 2029 | | | 55,098 | | | 59,928 | 2030 | | | 39,579 | | | 59,748 | Thereafter | | | 245,191 | | | 759,496 | Total minimum lease obligations | | | 521,163 | | | 1,067,325 | Less—amounts representing interest | | | (169,326) | | | (498,788) | Present value of minimum lease obligations | | | 351,837 | | | 568,537 | Current maturities | | | (55,973) | | | (24,685) | Lease obligations, net of current maturities | | $ | 295,864 | | $ | 543,852 |
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Schedule of future minimum payments under and finance lease agreements |
The future minimum payments under operating lease and finance lease agreements are as follows (in thousands): | | | | | | | | | Operating | | Finance | For the Twelve Months Ending March 31 | | Leases | | Leases | 2026 | | $ | 63,812 | | $ | 65,639 | 2027 | | | 59,932 | | | 61,187 | 2028 | | | 57,551 | | | 61,327 | 2029 | | | 55,098 | | | 59,928 | 2030 | | | 39,579 | | | 59,748 | Thereafter | | | 245,191 | | | 759,496 | Total minimum lease obligations | | | 521,163 | | | 1,067,325 | Less—amounts representing interest | | | (169,326) | | | (498,788) | Present value of minimum lease obligations | | | 351,837 | | | 568,537 | Current maturities | | | (55,973) | | | (24,685) | Lease obligations, net of current maturities | | $ | 295,864 | | $ | 543,852 |
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Schedule of allowance for credit losses |
| | | | | | | | | | | | | | | | | 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) (in thousands) | | | | | | | | | | | | | Three months ended March 31, 2025 | | $ | 9,762 | | $ | 4,051 | | $ | (4,620) | | $ | 9,193 | Three months ended March 31, 2024 | | | 3,677 | | $ | 2,595 | | $ | (684) | | $ | 5,588 |
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Schedule of fair value of accounts receivable at the acquisition date |
| | | | | | | | | Three Months | | Three Months | | | Ended | | Ended | (in thousands) | | March 31, 2025 | | March 31, 2024 | Net bad debt expense | | $ | 2,064 | | $ | 2,595 | Bad debt recoveries | | | 1,987 | | | 296 |
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