Description of the business and recent developments: | 9 Months Ended |
Sep. 30, 2013 |
Description of the business and recent developments: | ' |
Description of the business and recent developments: | ' |
1. Description of the business and recent developments: |
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Description of business |
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Cogent Communications Group, Inc. (the “Company”) is a Delaware corporation and is headquartered in Washington, DC. The Company is a facilities-based provider of low-cost, high-speed Internet access and Internet Protocol (“IP”) communications services. The Company’s network is specifically designed and optimized to transmit data using IP. The Company delivers its services to small and medium-sized businesses, communications service providers and other bandwidth-intensive organizations in North America, Europe and Japan. |
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The Company offers on-net Internet access services exclusively through its own facilities, which run from its network to its customers’ premises. The Company provides on-net Internet access services to net-centric and corporate customers. Because of its integrated network architecture, the Company is not dependent on local telephone companies to serve its on-net customers. The Company’s on-net service consists of high-speed Internet access and IP connectivity ranging from 100 Megabits per second to 10 Gigabits per second of bandwidth. The Company offers its on-net services to customers located in buildings that are physically connected to its network. The Company’s net-centric customers include bandwidth-intensive users such as universities, other Internet service providers, telephone companies, cable television companies, web hosting companies, content delivery networks and commercial content and application providers. These net-centric customers generally receive the Company’s services in colocation facilities and in the Company’s data centers. The Company operates data centers throughout North America and Europe that allow customers to collocate their equipment and access the Company’s network. The Company’s corporate customers are located in multi-tenant office buildings and typically include law firms, financial services firms, advertising and marketing firms and other professional services businesses. |
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In addition to providing its on-net services, the Company provides Internet connectivity to customers that are not located in buildings directly connected to its network. The Company provides this off-net service primarily to corporate customers using other carriers’ facilities to provide the “last mile” portion of the link from its customers’ premises to the Company’s network. The Company also provides non-core services that resulted from acquisitions. The Company continues to support but does not actively sell these non-core services. |
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Basis of presentation |
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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 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 2012 annual report on Form 10-K. |
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The accompanying unaudited consolidated financial statements include all wholly-owned subsidiaries. All inter-company accounts and activity have been eliminated. |
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Use of estimates |
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The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles 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. |
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Financial instruments |
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At September 30, 2013 the carrying amount of cash and cash equivalents, 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 at amortized cost, which approximates fair value based upon quoted market prices (Level 1). Based upon recent trading prices (Level 2 — market approach) at September 30, 2013 the fair value of the Company’s $92.0 million convertible senior notes was $90.4 million. Based upon recent trading prices (Level 2 — market approach) at September 30, 2013 the fair value of the Company’s $240.0 million senior secured notes was $263.0 million. |
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The Company was party to letters of credit totaling $0.4 million as of September 30, 2013. These letters of credit are secured by investments that are restricted and included in other assets. |
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Basic and diluted earnings per common share |
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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 common stock equivalents, if dilutive. |
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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. As of September 30, 2013 and 2012, 1.2 million and 1.8 million unvested shares of restricted common stock, respectively, are not included in the computation of basic and diluted income (loss) per share, as the shares were not vested. |
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Using the “if-converted” method, the shares issuable upon conversion of the Company’s 1.00% Convertible Senior Notes (the “Convertible Notes”) were anti-dilutive for the three and nine months ended September 30, 2013 and 2012. Accordingly, the impact has been excluded from the computation of diluted loss per share. The Convertible Notes are convertible into shares of the Company’s common stock at an initial conversion price of $49.18 per share, yielding 1.9 million shares at September 30, 2013 and 2012. |
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The Company computes the dilutive effect of outstanding options using the treasury stock method. For the three and nine months ended September 30, 2012, options to purchase 0.2 million shares of common stock are not included in the computation of diluted loss per share as the effect would be anti-dilutive. For the three and nine months ended September 30, 2013, options to purchase 0.1 million shares of common stock are not included in the computation of diluted loss per share as the effect would be anti-dilutive. For the three and nine months ended September 30, 2013, and the three and nine months ended September 30, 2012, the Company’s employees exercised options for 15,839, 72,802, 15,002 and 33,504 common shares, respectively. |
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The following details the determination of diluted weighted average shares for the three and nine months ended September 30, 2013: |
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| | Three Months Ended | | Nine Months Ended | |
September 30, 2013 | September 30, 2013 |
Weighted average common shares - basic | | 46,171,194 | | 46,145,642 | |
Dilutive effect of stock options | | 70,557 | | 76,632 | |
Dilutive effect of restricted stock | | 581,416 | | 682,880 | |
Weighted average common shares - diluted | | 46,823,167 | | 46,905,154 | |
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