UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No.1)
CURRENT REPORT
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Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by Cogent Communications Holdings, Inc. (the “Company”) to amend its Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on August 10, 2023 (the “Original Report”), solely to correct an inadvertent error in the press release furnished as Exhibit 99.1 with the Original Report (the “Earnings Release”). Specifically, in the table reconciling EBITDA and EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Services Agreement, to net cash provided by operating activities for each quarter of 2022 and the first two quarters of 2023, there was an error in the number provided for EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under the IP Transit Services Agreement, for the three months ended June 30, 2023.
The correct EBITDA, as adjusted for Sprint acquisition costs and cash payments made to the Company under IP Transit Services Agreement, for the three months ended June 30, 2023 was $54,062,000 rather than $56,042,000 as provided in the original Earnings Release. A corrected version of the Earnings Release is furnished herewith as Exhibit 99.1 and is being posted on the Company’s website. This Amendment does not otherwise amend, update or change any other disclosure contained in the Original Report or the Earnings Release.
Item 2.02 Results of Operations and Financial Condition.
On August 10, 2023, Cogent Communications Holdings, Inc. issued a press release summarizing its financial results for the first quarter of 2023. The Company will hold a conference call regarding its financial results at 8:30 a.m. ET on August 10, 2023, which will be simultaneously broadcast on a link available through the Company’s website at www.cogentco.com. The press release is furnished as Exhibit 99.1 to this current report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number |
Description | |
| 99.1 | Press Release of Cogent Communications Holdings, Inc. dated August 10, 2023. (filed herewith). | |
| 104 | Cover Page Data File (the cover page XBRL tags are embedded within the iXBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cogent Communications Holdings, Inc. | ||
| August 10, 2023 | By: | /s/ David Schaeffer |
| Name: David Schaeffer | ||
| Title: President and Chief Executive Officer | ||