Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | COGENT COMMUNICATIONS HOLDINGS, INC. | |
Entity Central Index Key | 1158324 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 46,049,729 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $260,050 | $287,790 |
Accounts receivable, net of allowance for doubtful accounts of $1,902 and $1,707, respectively | 29,761 | 33,089 |
Prepaid expenses and other current assets | 22,158 | 18,762 |
Total current assets | 311,969 | 339,641 |
Property and equipment, net | 343,429 | 360,761 |
Deferred tax assets - noncurrent | 48,085 | 48,963 |
Deposits and other assets - $380 and $389 restricted, respectively | 10,563 | 12,410 |
Total assets | 714,046 | 761,775 |
Current liabilities: | ||
Accounts payable | 16,752 | 13,287 |
Accrued and other current liabilities | 38,214 | 32,151 |
Current maturities, capital lease obligations | 13,286 | 14,594 |
Total current liabilities | 68,252 | 60,032 |
Senior secured notes including premium of $4,230 | 244,230 | |
Senior secured notes | 250,000 | |
Senior unsecured notes | 200,000 | 200,000 |
Capital lease obligations, net of current maturities | 118,684 | 151,944 |
Other long term liabilities | 22,858 | 21,775 |
Total liabilities | 659,794 | 677,981 |
Commitments and contingencies: | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 75,000,000 shares authorized; 46,194,626 and 46,398,729 shares issued and outstanding, respectively | 46 | 46 |
Additional paid-in capital | 456,016 | 460,576 |
Accumulated other comprehensive income-foreign currency translation | -13,858 | -6,462 |
Accumulated deficit | -387,952 | -370,366 |
Total stockholders' equity | 54,252 | 83,794 |
Total liabilities and stockholders' equity | $714,046 | $761,775 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $1,902 | $1,707 |
Deposits and other assets, restricted (in dollars) | 380 | 389 |
Senior secured notes, premium (in dollars) | $4,230 | |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 46,194,626 | 46,398,729 |
Common stock, shares outstanding | 46,194,626 | 46,398,729 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Service revenue | $97,242 | $92,937 |
Operating expenses: | ||
Network operations (including $172 and $113 of equity-based compensation expense, respectively, exclusive of depreciation and amortization shown separately below) | 41,079 | 38,836 |
Selling, general, and administrative (including $2,969 and $1,893 of equity-based compensation expense, respectively) | 29,677 | 26,285 |
Depreciation and amortization | 17,513 | 17,204 |
Total operating expenses | 88,269 | 82,325 |
Gain on capital lease termination | 10,110 | |
Gains on equipment transactions | 1,548 | 2,295 |
Loss on debt extinguishment and redemption | -10,144 | |
Operating income | 10,487 | 12,907 |
Interest income and other, net | 97 | 137 |
Interest expense | -11,307 | -11,303 |
(Loss) income before income taxes | -723 | 1,741 |
Income tax provision | -862 | -1,616 |
Net (loss) income | -1,585 | 125 |
Comprehensive (loss) income: | ||
Net (loss) income | -1,585 | 125 |
Foreign currency translation adjustment | -7,396 | -462 |
Comprehensive (loss) | ($8,981) | ($337) |
Net (loss) income per common share: | ||
Basic and diluted net (loss) income per common share (in dollars per share) | ($0.04) | $0 |
Dividends declared per common share (in dollars per share) | $0.35 | $0.39 |
Weighted-average common shares -basic (in shares) | 45,158,250 | 46,409,735 |
Weighted-average common shares - diluted (in shares) | 45,158,250 | 46,907,360 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Network operations, equity-based compensation expense | $172 | $113 |
Selling, general, and administrative, equity-based compensation expense | $2,969 | $1,893 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net (loss) income | ($1,585) | $125 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 17,513 | 17,204 |
Amortization of debt discount and premium | -164 | 1,415 |
Equity-based compensation expense (net of amounts capitalized) | 3,141 | 2,006 |
Loss on debt extinguishment and redemption | 10,144 | |
Gain on capital lease termination | -10,110 | |
(Gains) losses-equipment transactions and other, net | -1,022 | -2,258 |
Deferred income taxes | 822 | 1,229 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,123 | -2,554 |
Prepaid expenses and other current assets | -4,550 | -5,143 |
Accounts payable, accrued liabilities and other long-term liabilities | 2,088 | -1,466 |
Deposits and other assets | -28 | 78 |
Net cash provided by operating activities | 18,372 | 10,636 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -12,916 | -15,623 |
Proceeds from dispositions of assets | 27 | |
Net cash used in investing activities | -12,916 | -15,596 |
Cash flows from financing activities: | ||
Dividends paid | -16,001 | -18,352 |
Purchases of common stock | -8,119 | -14,196 |
Net proceeds from issuance of senior secured notes | 248,659 | |
Redemption of senior secured notes | -251,280 | |
Proceeds from exercises of stock options | 130 | 155 |
Principal payments of capital lease obligations | -3,650 | -3,379 |
Net cash used in financing activities | -30,261 | -35,772 |
Effect of exchange rate changes on cash | -2,935 | -387 |
Net increase in cash and cash equivalents | -27,740 | -41,119 |
Cash and cash equivalents, beginning of period | 287,790 | 304,866 |
Cash and cash equivalents, end of period | 260,050 | 263,747 |
Supplemental disclosure of non-cash financing activities: | ||
Non-cash component of network equipment obtained in exchange transactions | 3,956 | 2,235 |
PP&E obtained for note payable | 1,704 | |
Capital lease obligations incurred | $4,217 | $4,224 |
Description_of_the_business_an
Description of the business and recent developments: | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Description of the business and recent developments: | ||||
Description of the business and recent developments: | ||||
1. Description of the business and recent developments: | ||||
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 (“Merger Sub”), 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”). In connection with the succession, the common stock of Holdings is deemed to be registered under Section 12(b) of the Exchange Act by operation of law. | ||||
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. | ||||
Description of business | ||||
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 primarily to small and medium-sized businesses, communications service providers and other bandwidth-intensive organizations in North America, Europe and Japan. | ||||
The Company offers on-net Internet access services exclusively through its own facilities, which run from its network to its customers’ premises. The Company is not dependent on local telephone companies to serve its customers for its on-net Internet access services because of its integrated network architecture. The Company offers its on-net services to customers located in buildings that are physically connected to its network. The Company’s on-net service consists of high-speed Internet access and IP connectivity ranging from 100 Megabits per second to 100 Gigabits per second of bandwidth. The Company provides its on-net Internet access services to its net-centric and corporate customers. 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 network companies and commercial content and application service providers. These net-centric customers obtain 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 its 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. | ||||
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 in North America using other carriers’ facilities 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. | ||||
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 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 2014 annual report on Form 10-K. | ||||
The accompanying unaudited 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 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. | ||||
Financial instruments | ||||
At March 31, 2015, 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 March 31, 2015 the fair value of the Company’s $200.0 million senior unsecured notes was $196.0 million and the fair value of the Company’s $250.0 million senior secured notes was $248.8 million. | ||||
The Company was party to letters of credit totaling $0.3 million as of March 31, 2015. These letters of credit are secured by investments that are restricted and included in other assets. | ||||
Basic and diluted net income (loss) 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. As of March 31, 2015 and 2014, 1.2 million and 0.9 million unvested shares of restricted common stock, respectively, are not included in the computation of basic income per share, as these shares were not vested. Using the “if-converted” method, the shares issuable upon conversion of the Company’s convertible senior notes (the “Convertible Notes”) were anti-dilutive for the three months ended March 31, 2014. Accordingly, that impact has been excluded from the computation of diluted loss per share. The Convertible Notes were convertible into 2.0 million shares of the Company’s common stock at March 31, 2014. The Convertible Notes were repaid in June 2014 and are no longer outstanding. For the three months ended March 31, 2015 and 2014, the Company’s employees exercised options for 6,459 and 9,757 common shares, respectively. | ||||
The following details the determination of diluted weighted average shares for the three months ended March 31, 2014: | ||||
Three Months Ended | ||||
March 31, 2014 | ||||
Weighted average common shares - basic | 46,409,735 | |||
Dilutive effect of stock options | 77,738 | |||
Dilutive effect of restricted stock | 419,887 | |||
Weighted average common shares - diluted | 46,907,360 | |||
Recent Accounting Pronouncements | ||||
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , 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. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company beginning on January 1, 2017. Early application is not permitted. A one year deferral of the new standard was recently proposed which, if adopted would defer the effective date to January 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | ||||
In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest — Simplifying the Presentation of Debt Issuance Costs. The ASU will require debt issuance costs to be presented as a deduction from the corresponding debt liability making the presentation of debt costs consistent with the presentation of debt discounts or premiums. The new standard is effective for the Company on January 1, 2016 and the ASU must be applied retrospectively to all prior periods. | ||||
Property_and_equipment
Property and equipment: | 3 Months Ended |
Mar. 31, 2015 | |
Property and equipment: | |
Property and equipment: | |
2. Property and equipment: | |
Depreciation and amortization expense related to property and equipment and capital leases was $17.5 million and $17.1 million for the three months ended March 31, 2015 and 2014, respectively. The Company capitalized salaries and related benefits of employees working directly on the construction and build-out of its network of $2.2 million and $2.0 million for the three months ended March 31, 2015 and 2014, respectively. | |
Exchange agreement | |
In the three months ended March 31, 2015 and 2014, the Company exchanged certain used network equipment for new network equipment and cash consideration. The fair value of the equipment received was estimated to be $6.6 million and $4.7 million, respectively, after considering the cash component the transactions resulted in gains of $1.5 million and $2.2 million, respectively. The estimated fair value of the equipment received was based upon the cash consideration price the Company pays for the new network equipment on a standalone basis (Level 3). | |
Purchase and installment payment agreements | |
In January 2015, the Company entered into a purchase agreement with a vendor. Under the purchase agreement the Company is required to purchase a total of $28.9 million of network equipment during the eighteen month term. As of March 31, 2015, the Company was required to make an additional $26.6 million of purchases under the purchase agreement. In March 2015, the Company entered into an installment payment agreement (“IPA”) with this vendor. Under the IPA the Company may purchase up to $25.0 million of network equipment through July 2015 in exchange for interest free note obligations each with a twenty-four month term. There are no payments under each note obligation for the first six months followed by eighteen equal installment payments for the remaining eighteen month term. As of March 31, 2015, the Company had entered into $1.7 million of note obligations under the IPA. The Company recorded the net present value of the note obligation utilizing an imputed interest rate. The resulting discount totaling $0.1 million as of March 31, 2015, under the note obligations is being amortized over the note term using the effective interest rate method. | |
Gain on capital lease termination | |
In March 2015 the Company elected to terminate certain IRU capital lease obligations in Spain with a vendor. The Company has obtained alternative fiber to serve its customers in Spain. Under its estimate of the termination provisions of the related contracts the Company has recorded an estimated termination liability of $8.1 million included in accrued and other current liabilities. The difference between the remaining carrying amount of the related IRU capital lease ($29.9 million), liabilities the remaining net book value of the IRU assets ($10.0 million) and the termination liability and amounts due through the termination date has been recorded as a gain on capital lease termination of $10.1 million. | |
Longterm_debt
Long-term debt: | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Long-term debt: | |||||
Long-term debt: | |||||
3. Long-term debt: | |||||
Debt extinguishment, redemption and new debt issuance- $250.0 million | |||||
In March 2015, Group redeemed its $240.0 million 8.375% senior notes due in 2018 (the “2018 Notes”) with the proceeds from its February 2015 issuance of $250.0 million of 5.375% senior secured notes (the “2022 Notes”) and existing cash on hand. In February 2015 the Company deposited $251.6 million with the trustee for the benefit of the holders of the 2018 Notes in order to redeem on March 12, 2015 the entire outstanding amount of 2018 Notes at a redemption price of 104.188% of the $240.0 million principal amount thereof plus accrued and unpaid interest. As a result of this transaction the Company incurred a loss on debt extinguishment and redemption of $10.1 million in the three months ended March 31, 2015. | |||||
The 2022 Notes were sold in private offerings for resale to qualified institutional buyers pursuant to SEC Rule 144A and mature on March 1, 2022. Interest accrues at 5.375% beginning on February 20, 2015 and is paid semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2015. The net proceeds from the offering were $248.7 million after deducting discounts and commissions and offering expenses. Issuance costs are included in deposits and other assets. The net proceeds from the offering are intended to be used for general corporate purposes. | |||||
The indenture governing the 2022 Notes provides that the Company and each of the Company’s existing domestic subsidiaries and future material domestic subsidiaries guarantee the 2022 Notes, subject to certain exceptions and permitted liens. The 2022 Notes are also secured by a pledge of all of the equity interests in Group’s domestic subsidiaries and 65% of the equity interests in Group’s first-tier foreign subsidiaries. The 2022 Notes and the subsidiary guarantees will be the Company’s and the subsidiary guarantors’ senior indebtedness and will rank pari passu in right of payment with all of the Company’s and the subsidiary guarantors’ existing and future senior indebtedness, effectively senior to Group’s senior unsecured indebtedness to the extent of the value of the collateral securing the 2022 Notes and the subsidiary guarantees, including Group’s $200.0 million 2021 Notes that were issued on April 9, 2014 and senior to any of the Company’s and the subsidiary guarantors’ future subordinated indebtedness. The 2022 Notes are structurally subordinated to the liabilities of the non-guarantor subsidiaries and are effectively subordinated to the Company’s and the subsidiary guarantors’ secured indebtedness to the extent of the value of the collateral securing such indebtedness on a basis senior to the 2022 Notes and the subsidiary guarantees. Holdings is also a guarantor of the 2022 Notes; however Holdings’s guarantee is unsecured and thus its guarantee is not secured by any of the Holdings assets. Holdings is also not subject to the covenants under the indenture governing the 2022 Notes. | |||||
The 2022 Notes may be redeemed prior to December 1, 2021 (three months prior to the maturity date of the Notes) in whole or from time to time in part, at a redemption price equal to the sum of (1) 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the redemption date, and (2) a make-whole premium, if any. The make-whole premium is the excess of (1) the net present value, on the redemption date, of the principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable if such redemption had not been made, over (2) the aggregate principal amount of the notes being redeemed or paid. Net present value shall be determined by discounting, on a semi-annual basis, such principal and interest at the reinvestment rate (as determined in the indenture governing the 2022 Notes) from the respective dates on which such principal and interest would have been payable if such redemption had not been made. In addition, at any time on or after December 1, 2021 (three months prior to the maturity date of the Notes), the Issuer may redeem the 2022 Notes, in whole and or in part, at a redemption price equal to 100% of the principal amount of the 2022 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date. | |||||
The indenture governing the 2022 Notes, among other things, limits 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; 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. Limitations on the ability to incur additional indebtedness (excluding IRU agreements incurred in the normal course of business) include a restriction on incurring additional indebtedness if the Company’s consolidated leverage ratio, as defined in the Indenture is greater than 5.0. Permitted investments and payments that are not restricted total $75.8 million as of March 31, 2015 plus Holdings permitted investments of $49.8 million as of March 31, 2015 which are not subject to these limitations for a total permitted investment amount of $125.6 million as of March 31, 2015. This amount may be increased by the Company’s consolidated cash flow, as defined in the Indenture as long as the Company’s consolidated leverage ratio is less than 4.25. | |||||
Senior unsecured notes- $200.0 million | |||||
On April 9, 2014, Cogent Communications Finance, Inc. ( “Cogent Finance”), a newly formed financing subsidiary of Group, completed an offering of $200.0 million in aggregate principal amount at par of 5.625% Senior Notes due 2021 (the “2021 Notes”). The 2021 Notes were sold in private offerings for resale to qualified institutional buyers pursuant to SEC Rule 144A. The offering closed into escrow pursuant to an escrow agreement, dated as of April 9, 2014 (the “Escrow Agreement”). The term “Issuer” refers to Cogent Finance prior to the release of the funds from the escrow account (such date of release, the “Escrow Release Date”) and to Group after the Escrow Release Date. As a condition to releasing the funds from escrow the Company redeemed its remaining outstanding Convertible Notes on June 20, 2014 (the “Redemption Transaction”). After consummation of the Redemption Transaction, Cogent Finance merged with Group, with Group continuing as the surviving corporation (the “Finance Merger”). At the time of consummation of the Finance Merger, Group assumed the obligations of Cogent Finance under the 2021 Notes and the indenture governing the 2021 Notes (the “Indenture”) and Group and each of Group’s domestic subsidiaries became party to the Indenture pursuant to a supplemental indenture to the Indenture and the obligations under the Indenture became obligations solely of Group and each of Group’s domestic subsidiaries. Holdings also provided a guarantee of the 2021 Notes but Holdings is not subject to any of the covenants under the Indenture. After the conditions to the release of the escrow proceeds were satisfied, on June 25, 2014 (the “Escrow Release Date”) the proceeds from the 2021 Notes were released. The net proceeds from the offering were $195.8 million after deducting discounts and commissions and offering expenses. Issuance costs are included in deposits and other assets. The net proceeds from the offering are intended to be used for general corporate purposes. | |||||
The 2021 Notes were issued pursuant to, and are governed by the Indenture between Cogent Finance and the trustee. The 2021 Notes bear interest at a rate of 5.625% per year and mature on April 15, 2021. Interest began to accrue on the 2021 Notes on April 9, 2014 and is paid semi-annually on April 15 and October 15, commencing on October 15, 2014. Following the Escrow Release Date, the 2021 Notes became Group’s senior unsecured obligations and are guaranteed on a senior unsecured basis by the Company. The 2021 Notes are effectively subordinated in right of payment to all of Group’s and each guarantor’s secured indebtedness and future secured indebtedness, if any, to the extent of the value of the assets securing such indebtedness. The 2021 Notes are equal in right of payment with Group’s and each guarantor’s unsecured indebtedness that is not subordinated in right of payment to the 2021 Notes. The 2021 Notes rank senior in right of payment to Group’s and each guarantor’s future subordinated debt, if any; and are structurally subordinated in right of payment to all indebtedness and other liabilities of any of the Group’s subsidiaries that are not guarantors, which consists of immaterial subsidiaries and foreign subsidiaries that do not guarantee other indebtedness of Group. | |||||
The Company may redeem the 2021 Notes, in whole or in part, at any time prior to April 15, 2017 at a price equal to 100% of the principal amount plus an “applicable” premium, plus accrued and unpaid interest, if any, to the date of redemption. The “applicable” premium means, with respect to a note at any date of redemption, the greater of (i) 1.0% of the then-outstanding principal amount of such note and (ii) the excess of (A) the present value at such date of redemption of (1) the redemption price of 104.219% plus (2) all remaining required interest payments due on such note through April 15, 2017 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points, over (B) the then-outstanding principal amount of such note. The Company may also redeem the 2021 Notes, in whole or in part, at any time on or after April 15, 2017 at the applicable redemption prices specified under the indenture governing the 2021 Notes plus accrued and unpaid interest, if any, to the date of redemption. The redemption prices (expressed as a percentage of the principal amount) are 104.219% during the 12-month period beginning on April 15, 2017, 102.813% during the 12-month period beginning on April 15, 2018, 101.406% during the 12-month period beginning on April 15, 2019 and 100.0% during the 12-month period beginning on April 15, 2020 and thereafter. In addition, the Company may redeem up to 35% of the 2021 Notes before April 15, 2017 with the net cash proceeds from certain equity offerings at a redemption price of 105.625% of the principal amount plus accrued and unpaid interest. If the Company experiences specific kinds of changes of control, the Company must offer to repurchase all of the 2021 Notes at a purchase price of 101.0% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. | |||||
The indenture governing the 2021 Notes, among other things, limits 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; 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. Limitations on the ability to incur additional indebtedness (excluding IRU agreements incurred in the normal course of business) include a restriction on incurring additional indebtedness if the Company’s consolidated leverage ratio, as defined in the Indenture is greater than 5.0. Permitted investments and payments that are not restricted total $75.8 million as of March 31, 2015 plus Holdings permitted investments of $49.8 million as of March 31, 2015 which are not subject to these limitations for a total permitted investment amount of $125.6 million as of March 31, 2015. This amount may be increased by the Company’s consolidated cash flow, as defined in the Indenture as long as the Company’s consolidated leverage ratio is less than 4.25. | |||||
Senior secured notes- $240.0 million | |||||
On January 26, 2011 and on August 19, 2013, the Company issued its 8.375% 2018 Notes for aggregate principal amounts of $175.0 million and $65.0 million, respectively, in private offerings for resale to qualified institutional buyers pursuant to SEC Rule 144A. The 2018 Notes were secured and bore interest at 8.375% per annum. Interest was payable in cash semiannually in arrears on February 15 and August 15, of each year. On January 26, 2011, the Company received net proceeds of $170.5 million after deducting $4.5 million of issuance costs from issuing $175.0 million of its 2018 Notes. On August 19, 2013, the Company received net proceeds of approximately $69.9 million after deducting $1.0 million of issuance costs from issuing $65.0 million of 2018 Notes. The 2018 Notes sold in August 2013 were sold at 109.00% of par value. The resulting $5.9 million premium was being amortized as a reduction to interest expense to the maturity date using the effective interest rate method. In March 2015, the 2018 Notes were extinguished and redeemed with the proceeds of the Company’s issuance of its $250.0 million of 2022 Notes and cash on hand. | |||||
Convertible senior notes | |||||
In June 2007, the Company issued its Convertible Notes for an aggregate principal amount of $200.0 million in a private offering for resale to qualified institutional buyers pursuant to SEC Rule 144A. The Convertible Notes were scheduled to mature on June 15, 2027, were unsecured, and bore interest at 1.00% per annum. Interest was payable in cash semiannually in arrears on June 15 and December 15, of each year, beginning on December 15, 2007. The Company received net proceeds from the issuance of the Convertible Notes of approximately $195.1 million, after deducting the original issue discount of 2.25% and issuance costs. The discount and other issuance costs were being amortized to interest expense using the effective interest method through June 15, 2014, which was the earliest put date. In 2008, the Company purchased an aggregate of $108.0 million of face value of the Convertible Notes for $48.6 million in cash in a series of transactions resulting in $92.0 million of principal amount of the Convertible Notes remaining after these purchase transactions. | |||||
Holders of the Convertible Notes had the right to require the Company to repurchase for cash all or some of their notes on June 15, 2014, 2017 and 2022 at a redemption price of 100% of the principal amount plus accrued interest. Holders of $58.5 million of principal amount of the Convertible Notes issued a repurchase notice to the Company and on June 16, 2014 the Company repaid $58.5 million of Convertible Notes principal amount plus accrued interest. The Convertible Notes may have been redeemed by the Company at any time on and after June 20, 2014 at a redemption price of 100% of the principal amount plus accrued interest. On June 20, 2014 the Company redeemed the remaining $33.5 million principal amount of the Convertible Notes. | |||||
The amount of interest expense recognized and effective interest rate for the Convertible Notes were as follows (in thousands): | |||||
Three Months Ended | |||||
March 31, 2014 | |||||
Contractual coupon interest | $ | 230 | |||
Amortization of discount and costs on Notes | 1,689 | ||||
Interest expense | $ | 1,919 | |||
Effective interest rate | 8.7 | % | |||
Commitments_and_contingencies
Commitments and contingencies: | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and contingencies: | |
Commitments and contingencies: | |
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 circuit and dark fiber obligations for which it is reasonably possible could result in a loss of up to $2.2 million in excess of the amount accrued at March 31, 2015. | |
On March 27, 2015 the City of Sunrise Firefighters Retirement Fund (“Plaintiff”) filed suit against the Company in the Court of Chancery of the State of Delaware alleging that certain bylaw amendments regarding litigation had been adopted by the board in violation of Delaware law. On March 30, the Company rescinded the amendments to the bylaws and withdrew from the proxy a request that the stockholders give an advisory vote on the amendments. On April 1, the Company filed a supplement to the proxy, which acknowledged that the Company’s certificate of incorporation does not give the Company’s board of directors the power to amend the bylaws of the Company and that the provision of the bylaws that purports to give the board of directors such authority is not enforceable absent a grant of such authority in the certificate of incorporation. The board of directors agreed that it will not seek to adopt, amend or repeal any bylaws other than by a vote of stockholders, unless such power is conferred on the board of directors through an amendment to the Company’s certificate of incorporation. | |
The Company and Plaintiff have entered into a Memorandum of Understanding to settle the lawsuit, subject to Court approval. Pursuant to the proposed settlement, the Company agreed that the lawsuit was the sole cause of the Company’s above-referenced March 30 and April 1 disclosures. In exchange, Plaintiff will consent to dismissal of this case with prejudice and the parties will exchange mutual releases. Plaintiff has indicated it will seek an award of attorney’s fees from the Court of an unknown amount. The Company has reserved the right to contest the amount of fees that may be awarded. | |
Certain former sales employees of the Company filed a collective action against the Company in December 2011 in the United States District Court, Southern District of Texas, Houston Division alleging misclassification of the Company’s sales employees throughout the United States in violation of the Fair Labor Standards Act. The lawsuit sought to recover pay for allegedly unpaid overtime and other damages, including attorney’s fees. In March 2014, the judge de-certified the collective action. Each of the former employees that opted-in to the collective action retained the right to file an individual action. Approximately 70 former employees did so. The Company has settled a number of the cases that were filed and made the required settlement payments. Currently, four cases remain, of which two have been settled pending signature of the settlement agreements and/or court approval of the same. In the two remaining cases, the plaintiffs seek certification of a class or collective action related to the employees in that jurisdiction. The Company denies the claims and believes that the claims for unpaid overtime are without merit. The Company believes its classification of sales employees is in compliance with applicable law. | |
In the normal 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. | |
Income_taxes
Income taxes: | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Income taxes: | ||||||||
Income taxes: | ||||||||
5. Income taxes: | ||||||||
The effective income tax rates for the three months ended March 31, 2015 and 2014 are different from the U.S. federal income tax statutory rate of 35.0% primarily due to the impact of discrete expenses. Since the Company is near breakeven these discrete items result in a significant impact on the effective income tax rate during the period. Additional deviation from the U.S. federal income tax statutory rate are due to permanent differences resulting from non-deductible equity-based compensation expense and from the impact of state taxes and foreign losses that have not met the criteria for recording as an income tax benefit. The components of income (loss) before income taxes consist of the following (in thousands): | ||||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, 2015 | March 31, 2014 | |||||||
Domestic | $ | (5,176 | ) | $ | 8,436 | |||
Foreign | 4,453 | (6,695 | ) | |||||
Total | $ | (723 | ) | $ | 1,741 | |||
Common_stock_buyback_program
Common stock buyback program: | 3 Months Ended |
Mar. 31, 2015 | |
Common stock buyback program: | |
Common stock buyback program: | |
6. Common stock buyback program: | |
The Company’s board of directors has approved purchases of the Company’s common stock under a buyback program (the “Buyback Program”) through February 29, 2016. At March 31, 2015, there was approximately $29.1 million remaining for purchases under the Buyback Program. During the three months ended March 31, 2015 and 2014, the Company purchased 0.2 million shares and 0.4 million shares of its common stock for $8.1 million and $14.2 million, respectively. | |
Dividends_on_common_stock
Dividends on common stock: | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Dividends on common stock: | ||||||||||||||||
Dividends on common stock: | ||||||||||||||||
7. Dividends on common stock: | ||||||||||||||||
Dividends are recorded as a reduction to retained earnings. Dividends on unvested restricted shares of common stock are paid as the awards vest. The Company’s initial quarterly dividend payment was made in the third quarter of 2012. In addition to the Company’s regular quarterly dividends, in 2013, the Company’s board of directors approved an additional return of capital program (the “Capital Program”). Under the Capital Program the Company plans on returning additional capital to the Company’s shareholders each quarter through either stock buybacks or a special dividend or a combination of stock buybacks and a special dividend. The aggregate payment under the Capital Program initially was a minimum of $10.0 million each quarter and was increased to be a minimum of $12.0 million each quarter. Amounts paid under the Capital Program are in addition to the Company’s regular quarterly dividend payments. | ||||||||||||||||
On April 16, 2015, the Company’s board of directors approved the payment of the Company’s quarterly dividend of $0.42 per common share. The dividend for the second quarter of 2015 will be paid to holders of record on May 22, 2015. This estimated $19.0 million dividend payment is expected to be made on June 12, 2015. | ||||||||||||||||
A summary of the Company’s quarterly dividends paid since its initial dividend payment is as follows (in thousands, except per share amounts): | ||||||||||||||||
Dividend Period | Amount per | Record Date | Payment Date | Dividends Paid | ||||||||||||
Common Share | ||||||||||||||||
Q3 2012 | $ | 0.10 | August 22, 2012 | September 12, 2012 | $ | 4,537 | ||||||||||
Q4 2012 | $ | 0.11 | November 21, 2012 | December 12, 2102 | $ | 5,012 | ||||||||||
Q1 2013 | $ | 0.12 | March 4, 2013 | March 15, 2013 | $ | 5,489 | ||||||||||
Q2 2013 | $ | 0.13 | May 31, 2013 | June 18, 2013 | $ | 6,145 | ||||||||||
Q3 2013 | $ | 0.14 | September 5, 2013 | September 25, 2013 | $ | 6,512 | ||||||||||
Q4 2013 | $ | 0.37 | November 27, 2013 | December 20, 2013 | $ | 17,206 | ||||||||||
Q1 2014 | $ | 0.39 | March 7, 2014 | March 27, 2014 | $ | 18,352 | ||||||||||
Q2 2014 | $ | 0.17 | May 30, 2014 | June 18, 2014 | $ | 7,882 | ||||||||||
Q3 2014 | $ | 0.30 | August 29, 2014 | September 19, 2014 | $ | 13,792 | ||||||||||
Q4 2014 | $ | 0.31 | November 26, 2014 | December 12, 2014 | $ | 14,190 | ||||||||||
Q1 2015 | $ | 0.35 | March 11, 2015 | March 26, 2015 | $ | 16,001 | ||||||||||
A summary of the Company’s amounts paid under the Capital Program is as follows (in thousands, except per share amounts): | ||||||||||||||||
Dividend Period | Capital | Stock Buyback | Stock Buyback | Payment Under | Amount Per | |||||||||||
Program | Amount | Amount Greater | Capital Program | Share Paid As | ||||||||||||
Amount | During the | than Capital | Paid As | Dividends | ||||||||||||
Period | Program Amount? | Dividend (1) | Under the | |||||||||||||
Capital Program | ||||||||||||||||
Q3 2013 | $ | 10,000 | $ | — | No | $ | — | $ | — | |||||||
Q4 2013 | $ | 10,500 | $ | — | No | $ | 10,186 | $ | 0.22 | |||||||
Q1 2014 | $ | 10,500 | $ | 14,196 | Yes | $ | 10,707 | $ | 0.23 | |||||||
Q2 2014 | $ | 10,500 | $ | 17,888 | Yes | $ | — | $ | — | |||||||
Q3 2014 | $ | 12,000 | $ | 15,943 | Yes | $ | — | $ | — | |||||||
Q4 2014 | $ | 12,000 | $ | 10,555 | No | $ | — | $ | — | |||||||
Q1 2015 | $ | 12,000 | $ | 8,119 | No | $ | 1,357 | $ | 0.03 | |||||||
-1 | Under the Capital Program if the amount spent on stock buybacks during a quarter is less than the program amount the difference is added to the dividend payment for the following quarter. Since the stock buyback amount for the first quarter of 2015 was $8.1 million and less than the Capital Program amount of $12.0 million an additional $3.9 million or $0.09 per share will be added to the second quarter 2015 regular dividend. | |||||||||||||||
The payment of any future dividends and any other returns of capital 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 as described in Note 3, and other factors deemed relevant by the Company’s board of directors. The Company is a Delaware Corporation and under the General Corporate 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. | ||||||||||||||||
Related_party_transactions
Related party transactions: | 3 Months Ended |
Mar. 31, 2015 | |
Related party transactions: | |
Related party transactions: | |
8. Related party transactions: | |
Office lease | |
The Company’s headquarters is currently located in an office building owned by Niobium LLC (a successor to 6715 Kenilworth Avenue Partnership). The two owners of Niobium LLC are the Company’s Chief Executive Officer, David Schaeffer, who has a 51% interest in Niobium LLC and his wife who has a 49% interest. The Company paid $0.1 million and $0.2 million in the three months ended March 31, 2015 and 2014, respectively, for rent and related costs (including taxes and utilities) to Niobium LLC, respectively. The lease was scheduled to end on August 31, 2016 and was cancellable by the Company upon 60 days’ notice. In April 2015, the Company terminated the lease effective as of May 10, 2015. | |
In April 2015, the Company entered into a new lease agreement for its headquarters building with Sodium LLC whose two owners are the Company’s Chief Executive Officer, David Schaeffer, who has a 51% interest in Sodium LLC and his wife who has a 49% interest. The fixed annual rent is $1.0 million per year plus an allocation of taxes and utilities. The lease term is for five years and is cancellable by the Company upon 60 days’ notice. The Company’s audit committee reviews and approves all transactions with related parties. | |
Segment_information
Segment information: | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment information: | ||||||||
Segment information: | ||||||||
9. Segment information: | ||||||||
The Company operates as one operating segment. The Company’s service revenue and long lived assets by geographic region are as follows (in thousands): | ||||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, 2015 | March 31, 2014 | |||||||
Revenues | ||||||||
North America | $ | 79,638 | $ | 73,043 | ||||
Europe | 17,604 | 19,894 | ||||||
Total | $ | 97,242 | $ | 92,937 | ||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Long lived assets, net | ||||||||
North America | $ | 269,558 | $ | 266,713 | ||||
Europe | 73,900 | 94,082 | ||||||
Total | $ | 343,458 | $ | 360,795 | ||||
The majority of North American revenue consists of services delivered within the United States. | ||||||||
Description_of_the_business_an1
Description of the business and recent developments: (Policies) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Description of the business and recent developments: | ||||
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 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 2014 annual report on Form 10-K. | ||||
The accompanying unaudited 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 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. | ||||
Financial instruments | ||||
Financial instruments | ||||
At March 31, 2015, 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 March 31, 2015 the fair value of the Company’s $200.0 million senior unsecured notes was $196.0 million and the fair value of the Company’s $250.0 million senior secured notes was $248.8 million. | ||||
The Company was party to letters of credit totaling $0.3 million as of March 31, 2015. These letters of credit are secured by investments that are restricted and included in other assets. | ||||
Basic and diluted net income (loss) per common share | ||||
Basic and diluted net income (loss) 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. As of March 31, 2015 and 2014, 1.2 million and 0.9 million unvested shares of restricted common stock, respectively, are not included in the computation of basic income per share, as these shares were not vested. Using the “if-converted” method, the shares issuable upon conversion of the Company’s convertible senior notes (the “Convertible Notes”) were anti-dilutive for the three months ended March 31, 2014. Accordingly, that impact has been excluded from the computation of diluted loss per share. The Convertible Notes were convertible into 2.0 million shares of the Company’s common stock at March 31, 2014. The Convertible Notes were repaid in June 2014 and are no longer outstanding. For the three months ended March 31, 2015 and 2014, the Company’s employees exercised options for 6,459 and 9,757 common shares, respectively. | ||||
The following details the determination of diluted weighted average shares for the three months ended March 31, 2014: | ||||
Three Months Ended | ||||
March 31, 2014 | ||||
Weighted average common shares - basic | 46,409,735 | |||
Dilutive effect of stock options | 77,738 | |||
Dilutive effect of restricted stock | 419,887 | |||
Weighted average common shares - diluted | 46,907,360 | |||
Recent accounting pronouncements | ||||
Recent Accounting Pronouncements | ||||
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , 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. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company beginning on January 1, 2017. Early application is not permitted. A one year deferral of the new standard was recently proposed which, if adopted would defer the effective date to January 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | ||||
In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest — Simplifying the Presentation of Debt Issuance Costs. The ASU will require debt issuance costs to be presented as a deduction from the corresponding debt liability making the presentation of debt costs consistent with the presentation of debt discounts or premiums. The new standard is effective for the Company on January 1, 2016 and the ASU must be applied retrospectively to all prior periods. | ||||
Description_of_the_business_an2
Description of the business and recent developments: (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Description of the business and recent developments: | ||||
Schedule of diluted weighted average shares | ||||
Three Months Ended | ||||
March 31, 2014 | ||||
Weighted average common shares - basic | 46,409,735 | |||
Dilutive effect of stock options | 77,738 | |||
Dilutive effect of restricted stock | 419,887 | |||
Weighted average common shares - diluted | 46,907,360 | |||
Longterm_debt_Tables
Long-term debt: (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Long-term debt: | |||||
Schedule of interest expense recognized and the effective interest rate for the Convertible Notes | |||||
The amount of interest expense recognized and effective interest rate for the Convertible Notes were as follows (in thousands): | |||||
Three Months Ended | |||||
March 31, 2014 | |||||
Contractual coupon interest | $ | 230 | |||
Amortization of discount and costs on Notes | 1,689 | ||||
Interest expense | $ | 1,919 | |||
Effective interest rate | 8.7 | % | |||
Income_taxes_Tables
Income taxes: (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Income taxes: | ||||||||
Schedule of components of income (loss) before income taxes | The components of income (loss) before income taxes consist of the following (in thousands): | |||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, 2015 | March 31, 2014 | |||||||
Domestic | $ | (5,176 | ) | $ | 8,436 | |||
Foreign | 4,453 | (6,695 | ) | |||||
Total | $ | (723 | ) | $ | 1,741 | |||
Dividends_on_common_stock_Tabl
Dividends on common stock: (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Dividends on common stock: | ||||||||||||||||
Summary of the Company's quarterly dividends since the initial dividend payment | ||||||||||||||||
A summary of the Company’s quarterly dividends paid since its initial dividend payment is as follows (in thousands, except per share amounts): | ||||||||||||||||
Dividend Period | Amount per | Record Date | Payment Date | Dividends Paid | ||||||||||||
Common Share | ||||||||||||||||
Q3 2012 | $ | 0.10 | August 22, 2012 | September 12, 2012 | $ | 4,537 | ||||||||||
Q4 2012 | $ | 0.11 | November 21, 2012 | December 12, 2102 | $ | 5,012 | ||||||||||
Q1 2013 | $ | 0.12 | March 4, 2013 | March 15, 2013 | $ | 5,489 | ||||||||||
Q2 2013 | $ | 0.13 | May 31, 2013 | June 18, 2013 | $ | 6,145 | ||||||||||
Q3 2013 | $ | 0.14 | September 5, 2013 | September 25, 2013 | $ | 6,512 | ||||||||||
Q4 2013 | $ | 0.37 | November 27, 2013 | December 20, 2013 | $ | 17,206 | ||||||||||
Q1 2014 | $ | 0.39 | March 7, 2014 | March 27, 2014 | $ | 18,352 | ||||||||||
Q2 2014 | $ | 0.17 | May 30, 2014 | June 18, 2014 | $ | 7,882 | ||||||||||
Q3 2014 | $ | 0.30 | August 29, 2014 | September 19, 2014 | $ | 13,792 | ||||||||||
Q4 2014 | $ | 0.31 | November 26, 2014 | December 12, 2014 | $ | 14,190 | ||||||||||
Q1 2015 | $ | 0.35 | March 11, 2015 | March 26, 2015 | $ | 16,001 | ||||||||||
Summary of the Company's amounts paid under the Capital Program | ||||||||||||||||
A summary of the Company’s amounts paid under the Capital Program is as follows (in thousands, except per share amounts): | ||||||||||||||||
Dividend Period | Capital | Stock Buyback | Stock Buyback | Payment Under | Amount Per | |||||||||||
Program | Amount | Amount Greater | Capital Program | Share Paid As | ||||||||||||
Amount | During the | than Capital | Paid As | Dividends | ||||||||||||
Period | Program Amount? | Dividend (1) | Under the | |||||||||||||
Capital Program | ||||||||||||||||
Q3 2013 | $ | 10,000 | $ | — | No | $ | — | $ | — | |||||||
Q4 2013 | $ | 10,500 | $ | — | No | $ | 10,186 | $ | 0.22 | |||||||
Q1 2014 | $ | 10,500 | $ | 14,196 | Yes | $ | 10,707 | $ | 0.23 | |||||||
Q2 2014 | $ | 10,500 | $ | 17,888 | Yes | $ | — | $ | — | |||||||
Q3 2014 | $ | 12,000 | $ | 15,943 | Yes | $ | — | $ | — | |||||||
Q4 2014 | $ | 12,000 | $ | 10,555 | No | $ | — | $ | — | |||||||
Q1 2015 | $ | 12,000 | $ | 8,119 | No | $ | 1,357 | $ | 0.03 | |||||||
-1 | Under the Capital Program if the amount spent on stock buybacks during a quarter is less than the program amount the difference is added to the dividend payment for the following quarter. Since the stock buyback amount for the first quarter of 2015 was $8.1 million and less than the Capital Program amount of $12.0 million an additional $3.9 million or $0.09 per share will be added to the second quarter 2015 regular dividend. | |||||||||||||||
Segment_information_Tables
Segment information: (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment information: | ||||||||
Schedule of service revenues and long lived assets by geographic region | ||||||||
The Company’s service revenue and long lived assets by geographic region are as follows (in thousands): | ||||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, 2015 | March 31, 2014 | |||||||
Revenues | ||||||||
North America | $ | 79,638 | $ | 73,043 | ||||
Europe | 17,604 | 19,894 | ||||||
Total | $ | 97,242 | $ | 92,937 | ||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Long lived assets, net | ||||||||
North America | $ | 269,558 | $ | 266,713 | ||||
Europe | 73,900 | 94,082 | ||||||
Total | $ | 343,458 | $ | 360,795 | ||||
Description_of_the_business_an3
Description of the business and recent developments: (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Aug. 19, 2013 | Jan. 26, 2011 | |
MB | |||
Financial instruments | |||
Letters of credit, outstanding amount | 300,000 | ||
Senior Notes, Noncurrent | 250,000,000 | ||
Minimum | |||
On-net service - high-speed Internet access and IP connectivity | |||
Speed per second of bandwidth (in megabits) | 100 | ||
Maximum | |||
On-net service - high-speed Internet access and IP connectivity | |||
Speed per second of bandwidth (in megabits) | 10,240 | ||
Senior unsecured notes | |||
Financial instruments | |||
Aggregate principal amount of debt issued | 200,000,000 | ||
Senior unsecured notes | Level 2 | |||
Financial instruments | |||
Debt instrument, amount | 196,000,000 | ||
Senior secured notes | |||
Financial instruments | |||
Aggregate principal amount of debt issued | 65,000,000 | 175,000,000 | |
Senior Notes, Noncurrent | 250,000,000 | ||
Senior secured notes | Level 2 | |||
Financial instruments | |||
Debt instrument, amount | 248,800,000 |
Description_of_the_business_an4
Description of the business and recent developments: (Details 2) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2015 |
item | ||
Convertible senior notes | ||
Basic and diluted net (loss) income per common share | ||
Number of shares yield after conversion | 2,000,000 | |
Restricted stock | ||
Basic and diluted net (loss) income per common share | ||
Restricted common stock not included in computation of basic income per share as shares were not vested (in shares) | 0.9 | 1.2 |
Description_of_the_business_an5
Description of the business and recent developments: (Details 3) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Diluted weighted average shares | ||
Weighted average common shares-basic | 45,158,250 | 46,409,735 |
Weighted average common shares-diluted | 45,158,250 | 46,907,360 |
Stock options | ||
Basic and diluted net income (loss) per common share | ||
Options exercised during the period (in shares) | 6,459 | 9,757 |
Diluted weighted average shares | ||
Dilutive effect of awards (in shares) | 77,738 | |
Restricted stock | ||
Diluted weighted average shares | ||
Dilutive effect of awards (in shares) | 419,887 |
Property_and_equipment_Details
Property and equipment: (Details) (USD $) | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | |
Property and equipment | |||||
Depreciation and amortization expense | $17,513,000 | $17,204,000 | |||
Capitalized salaries and related benefits of employees | 2,200,000 | 2,000,000 | |||
Gains from asset related transactions | 3,956,000 | 2,235,000 | |||
Gain on capital lease termination | |||||
Net book value | 343,429,000 | 343,429,000 | 360,761,000 | ||
Gain on capital lease termination | 10,110,000 | ||||
Vendor in Spain | |||||
Gain on capital lease termination | |||||
Estimated termination liability of IRU capital leases | 8,100,000 | ||||
Carrying value of lease liabilities | 29,900,000 | 29,900,000 | |||
Gain on capital lease termination | 10,100,000 | ||||
Property, equipment and capital leases | |||||
Property and equipment | |||||
Depreciation and amortization expense | 17,500,000 | 17,100,000 | |||
Network equipment | |||||
Property and equipment | |||||
Gains from asset related transactions | 1,500,000 | 2,200,000 | |||
Equipment purchase agreement | |||||
Purchase agreement | 28,900,000 | ||||
Term of purchase agreement | 18 months | ||||
Required purchases remaining under purchase agreement | 26,600,000 | 26,600,000 | |||
Network equipment | Note obligations | |||||
Property and equipment | |||||
Number of payments during the first six months | 0 | ||||
Number of equal payments | 18 | ||||
Remaining term | 18 months | ||||
Installment payment agreement | |||||
Amount of installment payment agreement | 25,000,000 | 25,000,000 | |||
Term of debt | 24 months | ||||
Aggregate principal amount of debt issued | 1,700,000 | 1,700,000 | |||
Unamortized discount | 100,000 | 100,000 | |||
Network equipment | Level 3 | |||||
Property and equipment | |||||
Fair market value of equipment received in exchange | 6,600,000 | 4,700,000 | |||
Indefeasible rights of use (IRUs) | Vendor in Spain | |||||
Gain on capital lease termination | |||||
Net book value | $10,000,000 | $10,000,000 |
Longterm_debt_Details
Long-term debt: (Details) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2015 | Apr. 09, 2014 | Mar. 31, 2015 | Mar. 12, 2015 | Aug. 19, 2013 | Jan. 26, 2011 | Mar. 31, 2015 | Feb. 28, 2015 | Jun. 20, 2014 | Jun. 16, 2014 | Jun. 30, 2007 | Mar. 31, 2014 | Dec. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2014 | |
Long-term debt | |||||||||||||||
Amount of debt redeemed | $251,280,000 | ||||||||||||||
Loss on debt extinguishment and redemption | 10,144,000 | ||||||||||||||
Net proceeds from issuance of senior secured notes | 248,659,000 | ||||||||||||||
Senior secured notes, premium (in dollars) | 4,230,000 | ||||||||||||||
Senior unsecured notes | |||||||||||||||
Long-term debt | |||||||||||||||
Aggregate principal amount notes issued | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||
Permitted investments and payments | 125,600,000 | ||||||||||||||
Percentage of principal amount at which notes will be required to be repurchased in the event of a change of control | 101.00% | ||||||||||||||
Senior unsecured notes | Treasury Rate | |||||||||||||||
Long-term debt | |||||||||||||||
Discount rate used to compute make-whole premium, basis points added to reference rate (as a percent) | 0.50% | ||||||||||||||
Senior unsecured notes | Minimum | |||||||||||||||
Long-term debt | |||||||||||||||
Consolidated leverage ratio to restrict on incurring additional indebtedness | 5 | ||||||||||||||
Senior unsecured notes | Maximum | |||||||||||||||
Long-term debt | |||||||||||||||
Consolidated leverage ratio to be maintained to increase amount of permitted investments and payments by consolidated cash flow | 4.25% | ||||||||||||||
Senior unsecured notes | Prior to April 15, 2017 | |||||||||||||||
Long-term debt | |||||||||||||||
Percentage of principal amount that the holders of the Convertible Notes may require the Company to repurchase | 104.22% | ||||||||||||||
Percentage of redemption price of principal amount accrued interest | 100.00% | ||||||||||||||
Percentage of outstanding principal amount used in calculation of make-whole premium | 1.00% | ||||||||||||||
Maximum percentage of principal amount of debt instrument which the entity could redeem with proceeds from certain equity offerings | 35.00% | ||||||||||||||
Percentage of redemption price which may redeem with net cash proceeds from certain equity offerings | 105.63% | ||||||||||||||
Senior unsecured notes | 12-month period beginning on April 15, 2017 | |||||||||||||||
Long-term debt | |||||||||||||||
Percentage of principal amount that the holders of the Convertible Notes may require the Company to repurchase | 104.22% | ||||||||||||||
Senior unsecured notes | 12-month period beginning on April 15, 2018 | |||||||||||||||
Long-term debt | |||||||||||||||
Percentage of principal amount that the holders of the Convertible Notes may require the Company to repurchase | 102.81% | ||||||||||||||
Senior unsecured notes | 12-month period beginning on April 15, 2019 | |||||||||||||||
Long-term debt | |||||||||||||||
Percentage of principal amount that the holders of the Convertible Notes may require the Company to repurchase | 101.41% | ||||||||||||||
Senior unsecured notes | 12-month period beginning on April 15, 2020 and thereafter | |||||||||||||||
Long-term debt | |||||||||||||||
Percentage of principal amount that the holders of the Convertible Notes may require the Company to repurchase | 100.00% | ||||||||||||||
Senior unsecured notes | Subsidiaries | |||||||||||||||
Long-term debt | |||||||||||||||
Permitted investments and payments | 75,800,000 | ||||||||||||||
Senior unsecured notes | Holdings | |||||||||||||||
Long-term debt | |||||||||||||||
Permitted investments and payments | 49,800,000 | ||||||||||||||
Senior unsecured notes | Cogent Finance | |||||||||||||||
Long-term debt | |||||||||||||||
Interest rate (as a percent) | 5.63% | ||||||||||||||
Aggregate principal amount notes issued | 200,000,000 | ||||||||||||||
Proceeds from issuance of long-term debt, net of issuance costs | 195,800,000 | ||||||||||||||
Senior Secured Note 2022 | |||||||||||||||
Long-term debt | |||||||||||||||
Interest rate (as a percent) | 5.38% | 5.38% | 5.38% | 5.38% | |||||||||||
Aggregate principal amount notes issued | 250,000,000 | ||||||||||||||
Net proceeds from issuance of senior secured notes | 248,700,000 | ||||||||||||||
Percentage of equity interest in foreign entities used as collateral | 65.00% | ||||||||||||||
Period prior to maturity date may be redeemed at specified price | 3 months | ||||||||||||||
Permitted investments and payments | 125,600,000 | ||||||||||||||
Senior Secured Note 2022 | Minimum | |||||||||||||||
Long-term debt | |||||||||||||||
Consolidated leverage ratio to restrict on incurring additional indebtedness | 5 | ||||||||||||||
Senior Secured Note 2022 | Maximum | |||||||||||||||
Long-term debt | |||||||||||||||
Consolidated leverage ratio to be maintained to increase amount of permitted investments and payments by consolidated cash flow | 4.25% | ||||||||||||||
Senior Secured Note 2022 | Prior to December 1, 2021 | |||||||||||||||
Long-term debt | |||||||||||||||
Percentage of redemption price of principal amount accrued interest | 100.00% | ||||||||||||||
Senior Secured Note 2022 | On or after December 1, 2021 | |||||||||||||||
Long-term debt | |||||||||||||||
Percentage of redemption price of principal amount accrued interest | 100.00% | ||||||||||||||
Senior Secured Note 2022 | Subsidiaries | |||||||||||||||
Long-term debt | |||||||||||||||
Permitted investments and payments | 75,800,000 | ||||||||||||||
Senior Secured Note 2022 | Holdings | |||||||||||||||
Long-term debt | |||||||||||||||
Permitted investments and payments | 49,800,000 | ||||||||||||||
Senior secured notes | |||||||||||||||
Long-term debt | |||||||||||||||
Amount of debt redeemed | 240,000,000 | ||||||||||||||
Interest rate (as a percent) | 8.38% | 8.38% | 8.38% | 8.38% | 8.38% | ||||||||||
Aggregate principal amount notes issued | 65,000,000 | 175,000,000 | |||||||||||||
Amount deposited with the trustee for the benefit of the holders | 251,600,000 | ||||||||||||||
Percentage of principal amount that the holders of the Convertible Notes may require the Company to repurchase | 104.19% | ||||||||||||||
Aggregate face value of debt repurchased | 240,000,000 | ||||||||||||||
Loss on debt extinguishment and redemption | 10,100,000 | ||||||||||||||
Proceeds from issuance of long-term debt, net of issuance costs | 69,900,000 | 170,500,000 | |||||||||||||
Debt issuance costs | 1,000,000 | 4,500,000 | |||||||||||||
Premium price of debt instrument (as a percent) | 109.00% | ||||||||||||||
Senior secured notes, premium (in dollars) | 5,900,000 | ||||||||||||||
Convertible senior notes | |||||||||||||||
Long-term debt | |||||||||||||||
Interest rate (as a percent) | 1.00% | ||||||||||||||
Aggregate principal amount notes issued | 200,000,000 | ||||||||||||||
Aggregate face value of debt repurchased | 108,000,000 | ||||||||||||||
Proceeds from issuance of long-term debt, net of issuance costs | 195,100,000 | ||||||||||||||
Percentage of original issuance discount | 2.25% | ||||||||||||||
Purchase of convertible notes in cash | 33,500,000 | 58,500,000 | 48,600,000 | ||||||||||||
Debt and equity components for the Convertible Notes | |||||||||||||||
Net carrying amount | 92,000,000 | ||||||||||||||
Amount of interest expense recognized and effective interest rate | |||||||||||||||
Contractual coupon interest | 230,000 | ||||||||||||||
Amortization of discount and costs on Notes | 1,689,000 | ||||||||||||||
Interest expense | $1,919,000 | ||||||||||||||
Effective interest rate (as a percent) | 8.70% | ||||||||||||||
Convertible senior notes | June 15, 2014, 2017 and 2022 | |||||||||||||||
Long-term debt | |||||||||||||||
Percentage of principal amount that the holders of the Convertible Notes may require the Company to repurchase | 100.00% | ||||||||||||||
Convertible senior notes | After June 20, 2014 | |||||||||||||||
Long-term debt | |||||||||||||||
Percentage of principal amount that the holders of the Convertible Notes may require the Company to repurchase | 100.00% |
Commitments_and_contingencies_
Commitments and contingencies: (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
employee | |
case | |
Former Sales Employees Fair Labor Standards Act | |
Commitments and contingencies | |
Number of employees who opted to file an action | 70 |
Number of pending claims | 4 |
Former Sales Employees Fair Labor Standards Act | Settled Litigation | |
Commitments and contingencies | |
Number of pending claims | 2 |
Former Sales Employees Fair Labor Standards Act | Pending Litigation | |
Commitments and contingencies | |
Number of pending claims | 2 |
Leased circuit and dark fiber costs | Maximum | |
Commitments and contingencies | |
Estimate of possible loss in excess of the amount accrued | 2.2 |
Income_taxes_Details
Income taxes (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income taxes: | ||
Federal income tax at statutory rates (as a percent) | 35.00% | 35.00% |
Components of (loss) income before income taxes | ||
Domestic | ($5,176) | $8,436 |
Foreign | 4,453 | -6,695 |
(Loss) income before income taxes | ($723) | $1,741 |
Common_stock_buyback_programs_
Common stock buyback programs: (Details) (USD $) | 3 Months Ended | ||||
Share data in Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 |
Common stock buyback program: | |||||
Remaining authorized amount of common stock repurchases under the Buyback Program | $29,100,000 | ||||
Repurchase of common stock (in shares) | 0.2 | 0.4 | |||
Cost of shares of common stock repurchase under buyback program | $8,119,000 | $10,555,000 | $15,943,000 | $17,888,000 | $14,196,000 |
Dividends_on_common_stock_Deta
Dividends on common stock (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||||||||||||
Mar. 26, 2015 | Dec. 12, 2014 | Sep. 19, 2014 | Jun. 18, 2014 | Mar. 27, 2014 | Dec. 20, 2013 | Sep. 25, 2013 | Jun. 18, 2013 | Mar. 15, 2013 | Dec. 12, 2012 | Sep. 12, 2012 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Apr. 16, 2015 | Jun. 30, 2015 | Jun. 12, 2015 | |
Dividends on common stock | |||||||||||||||||||||||||
Capital Program Amount | $12,000,000 | $12,000,000 | $12,000,000 | $10,500,000 | $10,500,000 | $10,500,000 | $10,000,000 | ||||||||||||||||||
Dividends declared per common share (in dollars per share) | $0.35 | $0.31 | $0.30 | $0.17 | $0.39 | $0.37 | $0.14 | $0.13 | $0.12 | $0.11 | $0.10 | ||||||||||||||
Stock Buyback Amount During the Period | 8,119,000 | 10,555,000 | 15,943,000 | 17,888,000 | 14,196,000 | ||||||||||||||||||||
Dividends paid | 16,001,000 | 14,190,000 | 13,792,000 | 7,882,000 | 18,352,000 | 17,206,000 | 6,512,000 | 6,145,000 | 5,489,000 | 5,012,000 | 4,537,000 | 16,001,000 | 18,352,000 | ||||||||||||
Payment Under Capital Program Paid As Dividend | 1,357,000 | 10,707,000 | 10,186,000 | ||||||||||||||||||||||
Amount Per Share Paid As Dividends Under the Capital Program | $0.03 | $0.23 | $0.22 | ||||||||||||||||||||||
Minimum | |||||||||||||||||||||||||
Dividends on common stock | |||||||||||||||||||||||||
Capital Program Amount | 10,000,000 | 12,000,000 | |||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||
Dividends on common stock | |||||||||||||||||||||||||
Regular quarterly dividend (in dollars per share) | 0.42 | ||||||||||||||||||||||||
Amount Per Share Paid As Dividends Under the Capital Program | $0.09 | ||||||||||||||||||||||||
Subsequent Event | Expected | |||||||||||||||||||||||||
Dividends on common stock | |||||||||||||||||||||||||
Expected value of dividend to be paid | 19,000,000 | ||||||||||||||||||||||||
Payment Under Capital Program Paid As Dividend | $3,900,000 |
Related_party_transactions_Det
Related party transactions: (Details) (USD $) | 3 Months Ended | 1 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Apr. 30, 2015 |
Lease | |||
Office lease | |||
Payment for rent and related costs (in dollars) | $0.10 | $0.20 | |
Notice period for cancellation of lease | 60 days | ||
Lease | Subsequent Event | |||
Office lease | |||
Notice period for cancellation of lease | 60 days | ||
Fixed annual rent | $1 | ||
Lease term (in years) | 5 years | ||
Niobium LLC | |||
Office lease | |||
Number of owners of the LLC | 2 | ||
Sodium LLC | Subsequent Event | |||
Office lease | |||
Number of owners of the LLC | 2 | ||
Chief Executive Officer | Niobium LLC | |||
Office lease | |||
Ownership interest of related parties held in the partnership (as a percent) | 51.00% | ||
Chief Executive Officer | Sodium LLC | Subsequent Event | |||
Office lease | |||
Ownership interest of related parties held in the partnership (as a percent) | 51.00% | ||
Chief Executive Officer's wife | Niobium LLC | |||
Office lease | |||
Ownership interest of related parties held in the partnership (as a percent) | 49.00% | ||
Chief Executive Officer's wife | Sodium LLC | Subsequent Event | |||
Office lease | |||
Ownership interest of related parties held in the partnership (as a percent) | 49.00% |
Segment_information_Details
Segment information: (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
segment | |||
Segment information | |||
Number of operating segments | 1 | ||
Revenues | $97,242 | $92,937 | |
Long lived assets, net | 343,458 | 360,795 | |
North America | |||
Segment information | |||
Revenues | 79,638 | 73,043 | |
Long lived assets, net | 269,558 | 266,713 | |
Europe | |||
Segment information | |||
Revenues | 17,604 | 19,894 | |
Long lived assets, net | $73,900 | $94,082 |