v3.25.2
Description of the business: (Policies)
6 Months Ended
Jun. 30, 2025
Description of the business:  
Basis of presentation

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, 2024. Certain prior year amounts have been reclassified to conform to current year presentation.

The accompanying unaudited condensed consolidated financial statements include all wholly owned subsidiaries. All inter-company accounts and activity have been eliminated.

Use of estimates

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.

Financial instruments

Financial instruments

At June 30, 2025 and December 31, 2024, 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 June 30, 2025,

The fair value of the Company’s $450.0 million aggregate principal amount of 7.00% Senior Unsecured Notes due 2027 (the “2027 Notes”) was $450.0 million;
The fair value of the Company’s $300.0 million aggregate principal amount of 7.00% Senior Unsecured Mirror Notes due 2027 (the “2027 Mirror Notes”) was $300.0 million;
The fair value of the Company’s $600.0 million aggregate principal amount of 6.50% Senior Secured Notes due 2032 (the “2032 Notes”) was $591.0 million;
The fair value of the Company’s $206.0 million aggregate principal amount of 7.924% Existing IPv4 Notes (as defined below) was $211.3 million;
The fair value of the Company’s $174.4 million aggregate principal amount of 6.646% IPv4 New Notes (as defined below) was $175.4 million; and
The fair value of the Company’s Swap Agreement (as defined below) was $13.6 million.
Restricted cash and interest rate swap agreement

Restricted cash and interest rate swap agreement

Restricted cash includes amounts held in segregated bank accounts by the Company’s clearing broker as margin in support of the Company’s Swap Agreement as discussed in Note 3 and was $13.6 million as of June 30, 2025 and $22.3 million at December 31, 2024. Additional restricted cash related to the IPv4 Notes, as discussed in Note 3, was $79.5 million as of June 30, 2025 and $7.1 million at December 31, 2024. Additional cash may be further restricted to maintain the Company’s Swap Agreement as interest rates fluctuate and margin requirements change and under the provisions of the Company’s IPv4 Notes Indenture (as defined below). The Company does not use derivative financial instruments for trading purposes.

Gross receipts taxes, universal service fund and other surcharges

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 network operations expense) were $20.0 million and $40.2 million for the three and six months ended June 30, 2025, respectively and were $19.2 million and $39.7 million for the three and six months ended June 30, 2024, respectively.

Basic and diluted net income per common share

Basic and diluted net loss per common share

Basic loss per share (“EPS”) excludes dilution for common stock equivalents and is computed by dividing net income or net 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

    

Six Months

    

Six Months

Ended

Ended

Ended

Ended

    

June 30, 2025

    

June 30, 2024

June 30, 2025

June 30, 2024

Weighted average common shares - basic

47,592,836

47,511,613

47,804,421

47,408,786

Dilutive effect of stock options

Dilutive effect of restricted stock

Weighted average common shares - diluted

47,592,836

47,511,613

47,804,421

47,408,786

The following 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

Six Months

Six Months

Ended

Ended

Ended

Ended

    

June 30, 2025

    

June 30, 2024

    

June 30, 2025

    

June 30, 2024

Unvested shares of restricted common stock

1,657,168

1,624,434

1,657,168

1,624,434

Anti-dilutive options for common stock

223,068

185,211

202,864

152,867

Anti-dilutive shares of restricted common stock

782,800

384,098

911,907

373,452

Stockholders' Equity

Stockholders’ Equity

The following details the changes in stockholders’ equity for the three months and six ended June 30, 2025 and 2024, respectively (in thousands except share data):

Accumulated

Additional

Other

Total

Common Stock

Paid-in

Comprehensive

Accumulated

Stockholders’

    

Shares

    

Amount

    

Capital

    

Loss

    

Deficit

    

Equity

Balance at March 31, 2025

49,337,310

$

49

$

639,248

$

(18,933)

$

(477,520)

$

142,844

Forfeitures of shares granted to employees

(59,281)

Equity-based compensation

5,422

5,422

Foreign currency translation

17,737

17,737

Issuances of common stock

196,788

Exercises of options

886

30

30

Common stock purchases & retirement

(229,507)

(11,998)

(11,998)

Dividends paid

(49,560)

(49,560)

Net loss

(57,807)

(57,807)

Balance at June 30, 2025

49,246,196

$

49

$

632,702

$

(1,196)

$

(584,887)

$

46,668

Accumulated

Additional

Other

Total

Common Stock

Paid-in

Comprehensive

Accumulated

Stockholders’

    

Shares

    

Amount

    

Capital

    

Loss

    

Deficit

    

Equity

Balance at March 31, 2024

49,013,487

$

49

$

614,535

$

(19,419)

$

(94,521)

$

500,644

Forfeitures of shares granted to employees

 

(73,166)

Equity-based compensation

 

4,298

4,298

Foreign currency translation

 

(1,722)

(1,722)

Issuances of common stock

 

202,692

Exercises of options

 

1,069

40

40

Common stock purchases & retirement

(153,322)

(7,968)

(7,968)

Dividends paid

 

(47,431)

(47,431)

Net loss

 

(32,338)

(32,338)

Balance at June 30, 2024

 

48,990,760

$

49

$

610,905

$

(21,141)

$

(174,290)

$

415,523

Additional

Other

Total

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

 

(69,541)

 

 

 

 

 

Equity-based compensation

 

 

 

14,720

 

 

 

14,720

Foreign currency translation

 

 

 

 

29,489

 

 

29,489

Issuances of common stock

 

507,386

 

 

 

 

 

Exercises of options

 

2,933

 

 

151

 

 

 

151

Common stock purchases & retirement

(229,507)

(11,998)

(11,998)

Dividends paid

 

 

 

 

 

(98,693)

 

(98,693)

Net loss

 

 

 

 

 

(109,849)

 

(109,849)

Balance at June 30, 2025

 

49,246,196

$

49

$

632,702

$

(1,196)

$

(584,887)

$

46,668

Additional

Other

Total

Common Stock

Paid-in

Comprehensive

Accumulated

Stockholders’

    

Shares

    

Amount

    

Capital

    

Loss

    

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

 

(110,545)

Equity-based compensation

 

11,914

11,914

Foreign currency translation

 

(6,756)

(6,756)

Issuances of common stock

 

641,782

Exercises of options

 

4,276

204

204

Common stock purchases & retirement

 

(153,322)

(7,968)

(7,968)

Dividends paid

(93,782)

(93,782)

Net loss

 

(97,645)

(97,645)

Balance at June 30, 2024

 

48,990,760

$

49

$

610,905

$

(21,141)

$

(174,290)

$

415,523

Revenue recognition

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. Fees billed in connection with customer installations are recorded as deferred revenue. Installation fees for contracts with terms longer than month-to-month are recognized over the contract term. The Company recognizes revenue over the estimated average customer life for installation fees associated with month-to-month contracts. 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.

    

Three Months

    

Three Months

    

Six Months

    

Six Months

Ended

Ended

Ended

Ended

(in thousands)

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Service revenue recognized from deferred revenue balance at beginning of period

$

2,310

$

2,042

$

4,107

$

4,663

Amortization expense for contract costs

 

5,562

5,017

10,935

9,913

Lessor Accounting

Lessor Accounting

The Company is a lessor for leases of owned dark fiber acquired in connection with the Transaction, that have contract terms that are accounted for as operating leases. These transactions are generally structured as indefeasible-right-of use agreements (“IRUs”), which are the exclusive right to use specified fibers for a specified term, typically 20 - 25 years. Cash consideration received on transfers of dark fiber, including upfront installation fees, is recognized on a straight-line basis to service revenue over the term of the agreement. Lease income is included in service revenue in the condensed consolidated statements of comprehensive loss.

Leases

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

    

Six Months

 

Six Months

Ended

 

Ended

Ended

 

Ended

(Amounts in thousands)

    

June 30, 2025

    

June 30, 2024

    

June 30, 2025

    

June 30, 2024

Finance lease cost

 

  

 

Amortization of right-of-use assets

$

13,975

$

12,204

$

27,891

$

23,768

Interest expense on finance lease liabilities

 

12,509

9,919

23,615

20,330

Operating lease cost

 

18,569

22,716

36,013

46,967

Total lease costs

$

45,053

$

44,839

$

87,519

$

91,065

    

Six Months

    

Six Months

Ended

Ended

June 30, 2025

June 30, 2024

Other lease information (amounts in thousands)

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from finance leases

$

(22,650)

$

(16,562)

Operating cash flows from operating leases

(35,790)

(47,671)

Financing cash flows from finance leases

(16,523)

(156,707)

Right-of-use assets obtained in exchange for new finance lease liabilities

79,076

96,606

Right-of-use assets obtained in exchange for new operating lease liabilities

15,105

8,265

Weighted-average remaining lease term — finance leases (in years)

17.1

16.3

Weighted-average remaining lease term — operating leases (in years)

11.3

12.5

Weighted average discount rate — finance leases

8.1

%

8.4

%

Weighted average discount rate — operating leases

7.6

%

8.0

%

Operating leases and finance leases

The Company has entered into lease agreements with numerous providers of dark fiber under IRUs. These IRUs typically have initial terms of 15-20 years and include renewal options after the initial lease term. The majority of these leases are finance leases. The Company also leases office space, rights-of-way, dark fiber and certain data center facilities under operating leases. 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.

As of June 30, 2025, the Company had committed to additional IRU agreements totaling $142.2 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.

The future minimum payments under the Company’s operating lease and finance lease agreements are as follows (in thousands):

    

Operating

    

Finance

For the Twelve Months Ending June 30,

Leases

Leases

2026

 

$

63,741

$

70,101

2027

59,578

64,390

2028

57,370

65,586

2029

55,203

64,092

2030

34,497

64,055

Thereafter

249,220

803,928

Total minimum lease obligations

519,609

1,132,152

Less—amounts representing interest

(170,162)

(526,995)

Present value of minimum lease obligations

349,447

605,157

Current maturities

(50,932)

(26,523)

Lease obligations, net of current maturities

$

298,515

$

578,634

Allowance for credit losses

Allowance for credit losses

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) (in thousands)

  

  

  

  

Three months ended June 30, 2025

$

9,193

$

651

$

(1,454)

$

8,390

Three months ended June 30, 2024

5,588

2,920

(2,126)

6,382

Six months ended June 30, 2025

9,762

4,702

(6,074)

8,390

Six months ended June 30, 2024

3,677

5,514

(2,809)

6,382

    

Three Months

    

Three Months

    

Six Months

    

Six Months

Ended

Ended

Ended

Ended

(in thousands)

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Net bad debt expense

$

651

$

2,920

$

4,702

$

5,514

Bad debt recoveries

 

646

828

2,633

1,125

Accounting Standards Not Yet Adopted

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update (“ASU 2023-09”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation disaggregated into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold as defined within the standard. In addition, all entities will be required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The amendments in ASU 2023-09 are effective for public business entities for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company will not early adopt ASU 2023-09 and does not expect a material impact on its consolidated financial statements from the adoption of ASU 2023-09.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses, (“ASU 2024-03”), which requires a public business entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis. The amendments are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. A public entity should apply the amendments either prospectively to financial statements issued for reporting periods after the effective date of the ASU or retrospectively to any or all prior periods presented in the financial statements. The Company will not early adopt ASU 2024-03 and is in the process of evaluating the impact on its consolidated financial statements from the adoption of ASU 2024-03.