11/10/2026 | Press release | Distributed by Public on 11/10/2026 07:49
Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based on current expectations, beliefs, objectives, plans, strategies, future performance, growth opportunities, market demand, trends in bookings, portfolio optimization, AI inference adoption, embedded expansion opportunities, capital allocation strategy, financial position and other statements that are not historical facts. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "seek," "should," "target," "will," "would," and similar expressions.
Forward-looking statements are based on management's current expectations and assumptions and are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include, among others, changes in general economic conditions; our concentration in certain geographic areas; demand for colocation and connectivity services; competition; the availability of utility power, fiber connectivity and other critical infrastructure; customer demand and retention; our customer concentration; the pace and extent of AI adoption; a long sales cycle for our products and services; the Company's ability to execute its growth strategy and expansion projects; capital market conditions; regulatory developments; cybersecurity incidents; delays in planned development projects; and the other risks described in the Company's filings with the U.S. Securities and Exchange Commission, including the "Risk Factors" of our IPO Prospectus.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as required by applicable law, Csquare undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.
Our management's discussion and analysis of financial condition and results of operations is intended to assist readers in understanding our financial information from our management's perspective and is presented as follows:
Overview of Our Business
We are a leading North American enterprise digital infrastructure platform providing carrier-neutral colocation and interconnection services that support the applications powering the modern economy. We deliver mission-critical infrastructure to a diversified customer base of more than 1,700 enterprise, network, cloud, and technology customers. Our facilities support long-duration, availability-sensitive workloads with high barriers to exit, underpinned by strong customer retention, recurring revenue, and requirements for exceptional reliability, security, and connectivity.
We own and operate a geographically diverse portfolio of highly engineered, carrier-neutral data centers located in 21 major metropolitan markets across the United States, Canada and the United Kingdom. Given our presence in strategic locations, over 92% of the U.S. population is within two milliseconds of latency from one of our data centers. Our data centers provide essential infrastructure, including secure space, redundant power, advanced cooling systems, physical security, and dense interconnection capabilities, enabling customers to deploy and operate critical IT and network infrastructure.
As of September 30, 2026, our platform is comprised of 62 sites across 21 major metropolitan markets, delivering approximately 397 MW of Sellable Power Capacity and over 36,189 interconnection products.
Key Business Metrics
We evaluate our operating performance, growth, and the stability of our revenue base using a set of key business metrics that are specific to the retail colocation data center industry. These metrics are used by management and reviewed regularly by our board of directors to assess demand for our capacity, pricing trends, operating leverage, customer retention, and the durability of our customer relationships. We believe these metrics provide useful information to investors regarding the drivers of our financial results and our ability to generate long-term, recurring cash flows.
The following tables present our key business metrics (MW presented as whole numbers and dollars presented in thousands, unless otherwise noted):
|
As of September 30, |
As of December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Contracted Power Capacity (MW) |
428 |
376 |
||||||
|
Sellable Power Capacity (MW) |
397 |
389 |
||||||
|
Contracted Power Sold (%) |
108 |
% |
97 |
% |
||||
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||||||||||
|
Net Revenue Churn (%) |
1.9 |
% |
1.9 |
% |
6.2 |
% |
6.1 |
% |
||||||||
|
Bookings |
$ |
66,103 |
$ |
49,524 |
$ |
194,983 |
$ |
142,644 |
||||||||
Contracted Power Capacity
Contracted Power Capacity represents the aggregate amount of Sellable Power Capacity, measured in MW, that is subject to executed customer contracts as of the end of the applicable period. Contracted Power Capacity includes both revenue-generating capacity and capacity that has been contracted but is not yet in service. The period between contract execution and the commencement of billing varies based on customer requirements and typically ranges from one to twelve months, primarily depending on the combination of deployment size and level of customer-specific design requirements.
We use Contracted Power Capacity as a measure of customer demand and revenue visibility.
Contracted Power Capacity increased by 52 MW, or 14%, as of September 30, 2026 compared to December 31, 2025. This increase was driven by positive quarter-over-quarter growth in sales due to growth from newly acquired and existing customers.
Sellable Power Capacity
Sellable Power Capacity represents the total amount of critical IT load, measured in MW, that is available for customer use across our data center facilities as of the end of the applicable period. Sellable Power Capacity includes installed capacity that can support customer equipment, whether such capacity is contracted, and excludes capacity under development or otherwise not yet available for customer deployment.
We use Sellable Power Capacity to evaluate the scale of our platform and the availability of inventory to support future customer demand.
Sellable Power Capacity increased by 8 MW, or 2%, as of September 30, 2026 compared to December 31, 2025. This increase was primarily due to the deployment of additional power infrastructure partially offset by the exit of certain non-strategic locations.
Contracted Power Sold
Contracted Power Sold represents the percentage of our Sellable Power Capacity that is Contracted Power Capacity as of the end of the applicable period. Contracted Power Sold is calculated by dividing Contracted Power Capacity by Sellable Power Capacity.
We use Contracted Power Sold to assess the efficiency with which we deploy our infrastructure and the extent to which incremental revenue growth can be achieved with limited incremental operating costs and capital expenditures.
Contracted Power Sold increased to 108% as of September 30, 2026 compared to 97% as of December 31, 2025. This increase was driven by strong sales performance across existing customers and newly acquired customers.
Net Revenue Churn
Net Revenue Churn represents the percentage of net recurring revenue lost during the applicable period. Net recurring revenue lost is defined as the sum of (i) customer terminations, (ii) partial disconnects at renewal, and (iii) net reductions in contracted services from existing customers, which is the total reductions in service from all existing customers subtracted from total expansions in services from all existing customers, floored at zero. Net Revenue Churn is calculated by dividing net recurring revenue lost during the period by recurring revenue at the beginning of the period. Net Revenue Churn excludes any impact from divestments or site closures.
We use Net Revenue Churn to assess customer retention, the durability of our revenue base, and the effectiveness of our customer engagement and renewal strategies.
Net Revenue Churn was 1.9% for both the three months ended September 30, 2026 and the three months ended September 30, 2025. Net Revenue Churn increased to 6.2% for the nine months ended September 30, 2026 compared to 6.1% for the nine months ended
September 30, 2025. The increase in Net Revenue Churn was primarily attributable to higher net recurring revenue losses from existing customers.
Bookings
Bookings represent the amount of closed sales activity during the applicable period. They are reported on an annualized recurring revenue basis and are the sum of (i) recurring revenue from new customers and (ii) increases in recurring revenue from existing customers who expanded their portfolio of contracted services. Bookings do not include non-recurring revenue or usage-based charges. Annualized recurring revenue represents monthly recurring revenue from closed sales during the applicable period, multiplied by 12.
We use Bookings to assess demand trends across our portfolio, evaluate commercial performance and execution, forecast future revenue, and guide resource allocation decisions.
On an annualized basis, bookings increased by $16.6 million, or 34%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Bookings increased by $52.4 million, or 37%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This increase reflected broad-based strength across indirect and direct sales channels, increasing demand for newly acquired and existing customers and accelerating growth in bookings of one MW or greater.
The following table sets forth the annualized monthly recurring revenue generated from bookings in each of the three month periods presented, which is used in our calculation of Bookings (in thousands):
|
For the three months ended, |
||||
|
March 31, 2025 |
$ |
43,752 |
||
|
June 30, 2025 |
49,368 |
|||
|
September 30, 2025 |
49,524 |
|||
|
December 31, 2025 |
62,628 |
|||
|
March 31, 2026 |
64,207 |
|||
|
June 30, 2026 |
64,673 |
|||
|
September 30, 2026 |
66,103 |
|||
Results of Operations
The following table sets forth our unaudited consolidated statements of operations data for the periods indicated (in thousands, except per share information):
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||||||||||
|
Revenues |
$ |
302,332 |
$ |
240,758 |
$ |
853,145 |
$ |
718,268 |
||||||||
|
Costs and operating expenses: |
||||||||||||||||
|
Cost of revenues, excluding depreciation and amortization |
141,995 |
129,230 |
411,655 |
375,368 |
||||||||||||
|
Selling, marketing, general and administrative |
85,622 |
19,962 |
146,514 |
65,610 |
||||||||||||
|
Depreciation and amortization |
84,907 |
63,053 |
258,986 |
190,937 |
||||||||||||
|
Gain on lease modification |
- |
- |
(40,043 |
) |
(51 |
) |
||||||||||
|
Transaction and other costs |
4,453 |
2,116 |
18,235 |
6,700 |
||||||||||||
|
Total costs and operating expenses |
316,977 |
214,361 |
795,347 |
638,564 |
||||||||||||
|
Income (Loss) from operations |
(14,645 |
) |
26,397 |
57,798 |
79,704 |
|||||||||||
|
Interest expense |
(71,448 |
) |
(59,668 |
) |
(252,637 |
) |
(165,787 |
) |
||||||||
|
Loss on extinguishment of debt |
(6,833 |
) |
(1,568 |
) |
(6,833 |
) |
(6,881 |
) |
||||||||
|
Other income (loss), net |
4,791 |
472 |
(762 |
) |
2,097 |
|||||||||||
|
Loss before income taxes |
(88,135 |
) |
(34,367 |
) |
(202,434 |
) |
(90,867 |
) |
||||||||
|
Income tax (expense) benefit |
(14 |
) |
4,556 |
(495 |
) |
12,213 |
||||||||||
|
Net loss |
$ |
(88,149 |
) |
$ |
(29,811 |
) |
$ |
(202,929 |
) |
$ |
(78,654 |
) |
||||
|
Net loss per share: |
||||||||||||||||
|
Basic and diluted |
$ |
(0.58 |
) |
$ |
(0.29 |
) |
$ |
(1.70 |
) |
$ |
(0.76 |
) |
||||
|
Weighted average common shares outstanding: |
||||||||||||||||
|
Basic and diluted |
151,369 |
103,887 |
119,674 |
103,887 |
||||||||||||
Key Components of Our Results of Operations
Revenues
We derive the majority of our revenues from recurring revenue streams, consisting of: (i) enterprise colocation services, which include fees for the licensing of cabinet space and power; (ii) interconnection services, which include cross connects and exchange ports; and (iii) other revenues including but not limited to lease income from tenants and/or subtenants and revenue for additional services such as remote hands and eyes support, equipment installation and removal, cabling and cross-connects, hardware troubleshooting, monitoring, and other on-demand technical assistance. Our colocation and interconnection service offerings are generally billed monthly and recognized ratably on a straight line basis over the term of the contract.
Our non-recurring revenues are primarily comprised of installation services related to a customer's initial deployment, professional services we perform, and other one-time charges such as termination fees and storage fees.
In addition to the above, we also generate metered power revenues, which are primarily comprised of usage-based cost of power charges that are billed directly to the customer, without an associated markup.
Cost of revenues, excluding depreciation and amortization
The components of our cost of revenue consist of utility costs, including electricity and other sources of power, real estate costs, including rental payments related to our leased data centers, personnel-related expenses, including data center employees' salaries and benefits and fees paid to contractors, property taxes, as well as repairs and maintenance. A majority of our cost of revenues is fixed in nature and should not vary significantly from period to period, unless we expand our existing data centers or open or acquire new data centers. However, there are certain costs that are considered more variable in nature, including utility costs and repairs and maintenance, that are directly related to growth in our existing and new customer base.
Selling, marketing, general and administrative
Our selling, marketing, general and administrative expenses consist primarily of personnel-related expenses, including salaries and benefits for our sales and marketing, executive, finance, human resources, legal and IT functions and administrative personnel, internal sales commissions, and other expenses including software subscription fees, insurance premiums, third-party professional services fees, and administrative-related rent expense.
Depreciation and amortization
Depreciation and amortization expense primarily consists of depreciation and amortization on our property and equipment, inclusive of amortization of assets under finance leases, as well as amortization of intangible assets.
Gain on lease modification
Gain on lease modifications primarily reflects gains recognized upon exiting certain lease agreements, resulting from the derecognition of the related right-of-use assets and lease liabilities.
Transaction and other costs
Transaction and other costs primarily consist of expenses related to the 2024 Portfolio Acquisition, the 2025 Portfolio Acquisition, and the Company's IPO. These expenses include closing costs, commissions, and professional fees, such as legal and accounting fees, as well as certain non-recurring integration costs.
Interest expense
Interest expense is primarily comprised of interest incurred under our debt facilities and on finance leases.
Loss on extinguishment of debt
Loss on extinguishment of debt is comprised of losses that are recognized due to the repayment of debt, typically related to the write-off of the unamortized debt discounts and deferred issuance costs.
Other income (loss), net
Other income (loss), net primarily consists of foreign currency transaction gains and losses and interest income earned on restricted cash deposits.
Income tax (expense) benefit
Income tax (expense) benefit is primarily comprised of income taxes in certain federal, state, local and foreign jurisdictions in which we conduct business. Foreign jurisdictions typically have different statutory tax rates from those in the United States.
Comparison of the Three Months and Nine Months Ended September 30, 2026 and 2025
Revenues
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||||||||||
|
(dollars in thousands) |
2026 |
2025 |
$ Change |
% |
2026 |
2025 |
$ Change |
% |
||||||||||||||||||||||||
|
Colocation |
$ |
227,038 |
$ |
179,242 |
$ |
47,796 |
27 |
% |
$ |
640,996 |
$ |
533,800 |
$ |
107,196 |
20 |
% |
||||||||||||||||
|
Interconnection |
24,286 |
26,117 |
(1,831 |
) |
-7 |
% |
73,899 |
80,151 |
(6,252 |
) |
-8 |
% |
||||||||||||||||||||
|
Other |
12,724 |
8,635 |
4,089 |
47 |
% |
38,327 |
31,133 |
7,194 |
23 |
% |
||||||||||||||||||||||
|
Recurring revenues |
264,048 |
213,994 |
50,054 |
23 |
% |
753,222 |
645,084 |
108,138 |
17 |
% |
||||||||||||||||||||||
|
Non-recurring revenues |
12,158 |
12,306 |
(148 |
) |
-1 |
% |
31,859 |
33,311 |
(1,452 |
) |
-4 |
% |
||||||||||||||||||||
|
Metered power revenues |
26,126 |
14,458 |
11,668 |
81 |
% |
68,064 |
39,873 |
28,191 |
71 |
% |
||||||||||||||||||||||
|
Total revenues |
$ |
302,332 |
$ |
240,758 |
$ |
61,574 |
26 |
% |
$ |
853,145 |
$ |
718,268 |
$ |
134,877 |
19 |
% |
||||||||||||||||
Revenues for the three months ended September 30, 2026 increased by $61.6 million, or 26%, compared to the three months ended September 30, 2025. This growth was primarily due to a:
These increases were partially offset by a $2.0 million decrease in interconnection and non-recurring revenues. The decrease in interconnection revenues was primarily attributable to customer churn and a reduction in active month-to-month cross connects.
Revenues for the nine months ended September 30, 2026 increased by $134.9 million, or 19%, compared to the nine months ended September 30, 2025. This growth was primarily due to a:
These increases were partially offset by a $7.7 million decrease in interconnection and non-recurring revenues. The decrease in interconnection revenues was primarily attributable to customer churn and a reduction in active cross connects. The decline in non-recurring revenues was attributable to customer churn.
Cost of revenues, excluding depreciation and amortization
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||||||||||
|
(dollars in thousands) |
2026 |
2025 |
$ Change |
% |
2026 |
2025 |
$ Change |
% |
||||||||||||||||||||||||
|
Cost of revenues, excluding depreciation and amortization |
$ |
141,995 |
$ |
129,230 |
$ |
12,765 |
10 |
% |
$ |
411,655 |
$ |
375,368 |
$ |
36,287 |
10 |
% |
||||||||||||||||
|
Percentage of revenue |
47 |
% |
54 |
% |
48 |
% |
52 |
% |
||||||||||||||||||||||||
Cost of revenues, excluding depreciation and amortization for the three months ended September 30, 2026 increased by $12.8 million, or 10%, compared to the three months ended September 30, 2025. This increase primarily consisted of a $2.9 million increase in property taxes, a $3.3 million increase in personnel costs, a $6.1 million increase in utilities costs, a $2.9 million increase in repairs and maintenance costs and a $3.2 million increase in other costs, partially offset by a $5.6 million decrease in real estate costs.
Cost of revenues as a percentage of revenue decreased from 54% for the three months ended September 30, 2025 to 47% for the three months ended September 30, 2026. The decrease was primarily driven by positive operating leverage from revenue growth.
Cost of revenues, excluding depreciation and amortization for the nine months ended September 30, 2026 increased by $36.3 million, or 10%, compared to the nine months ended September 30, 2025. This increase primarily consisted of a $9.4 million increase in property taxes, an $8.5 million increase in personnel costs, a $23.8 million increase in utilities costs, a $4.0 million increase in repairs and maintenance costs, and a $9.9 million increase in other costs, partially offset by a $19.3 million decrease in real estate costs.
Cost of revenues as a percentage of revenue decreased from 52% for the nine months ended September 30, 2025 to 48% for the nine months ended September 30, 2026. The decrease was primarily driven by positive operating leverage from revenue growth.
Selling, marketing, general and administrative
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||||||||||
|
(dollars in thousands) |
2026 |
2025 |
$ Change |
% |
2026 |
2025 |
$ Change |
% |
||||||||||||||||||||||||
|
Selling, marketing, general and administrative |
$ |
85,622 |
$ |
19,962 |
$ |
65,660 |
329 |
% |
$ |
146,514 |
$ |
65,610 |
$ |
80,904 |
123 |
% |
||||||||||||||||
|
Percentage of revenue |
28 |
% |
8 |
% |
17 |
% |
9 |
% |
||||||||||||||||||||||||
Selling, marketing, general and administrative expenses for the three months ended September 30, 2026 increased by $65.7 million, or 329%, compared to the three months ended September 30, 2025. The increase was primarily attributable to expenses recognized in connection with the IPO, including $31.8 million of stock-based compensation expense and $25.3 million of compensation expense related to the cash settlement of legacy pre-IPO incentive compensation arrangements. Selling, marketing, general and administrative expenses for the nine months ended September 30, 2026 increased by $80.9 million, or 123%, compared to the nine months ended September 30, 2025. The increase was primarily attributable to $31.8 million of stock-based compensation expense, $25.3 million of compensation expense related to the cash settlement of legacy pre-IPO incentive compensation arrangements and $8.3 million employee loan extinguishment costs. For both periods, the remaining increase was primarily attributable to higher personnel-related costs, bad debt expense and professional services expenses.
Depreciation and amortization
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||||||||||
|
(dollars in thousands) |
2026 |
2025 |
$ Change |
% |
2026 |
2025 |
$ Change |
% |
||||||||||||||||||||||||
|
Depreciation and amortization |
$ |
84,907 |
$ |
63,053 |
$ |
21,854 |
35 |
% |
$ |
258,986 |
$ |
190,937 |
$ |
68,049 |
36 |
% |
||||||||||||||||
|
Percentage of revenue |
28 |
% |
26 |
% |
30 |
% |
27 |
% |
||||||||||||||||||||||||
Depreciation and amortization for the three months ended September 30, 2026 increased by $21.9 million, or 35%, compared to the three months ended September 30, 2025. Depreciation and amortization for the nine months ended September 30, 2026 increased by $68.0 million, or 36%, compared to the nine months ended September 30, 2025. The increases were primarily attributable to approximately $14 million and $47 million of depreciation and amortization associated with the 2025 Portfolio Acquisition and approximately $7 million and $20 million related to additional property and equipment placed in service and the purchase of previously leased properties for the three- and nine-month periods, respectively.
Gain on lease modification
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||||||||
|
(dollars in thousands) |
2026 |
2025 |
$ Change |
% |
2026 |
2025 |
$ Change |
% |
||||||||||||||||||||||
|
Gain on lease modification |
$ |
- |
$ |
- |
$ |
- |
- |
% |
$ |
(40,043 |
) |
$ |
(51 |
) |
$ |
(39,992 |
) |
nm |
||||||||||||
|
Percentage of revenue |
- |
% |
- |
% |
(5 |
%) |
<1% |
|||||||||||||||||||||||
The gain on lease modification for the nine months ended September 30, 2026 increased by $40 million, compared to the nine months ended September 30, 2025. The increase was primarily attributable to the surrender of leased premises in connection with a strategic exit initiative, which resulted in a gain on lease modification during 2026.
Transaction and other costs
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||||||||||
|
(dollars in thousands) |
2026 |
2025 |
$ Change |
% |
2026 |
2025 |
$ Change |
% |
||||||||||||||||||||||||
|
Transaction and other costs |
$ |
4,453 |
$ |
2,116 |
$ |
2,337 |
110 |
% |
$ |
18,235 |
$ |
6,700 |
$ |
11,535 |
172 |
% |
||||||||||||||||
|
Percentage of revenue |
1 |
% |
1 |
% |
2 |
% |
1 |
% |
||||||||||||||||||||||||
Transaction and other costs for the three months ended September 30, 2026 increased by $2.3 million, or 110%, compared to the three months ended September 30, 2025. Transaction and other costs for the nine months ended September 30, 2026 increased by $11.5 million, or 172%, compared to the nine months ended September 30, 2025. The increases in transaction and other costs were primarily due to professional service fees incurred in connection with the initial public offering.
Interest expense
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||||||||||
|
(dollars in thousands) |
2026 |
2025 |
$ Change |
% |
2026 |
2025 |
$ Change |
% |
||||||||||||||||||||||||
|
Interest expense |
$ |
71,448 |
$ |
59,668 |
$ |
11,780 |
20 |
% |
$ |
252,637 |
$ |
165,787 |
$ |
86,850 |
52 |
% |
||||||||||||||||
|
Percentage of revenue |
24 |
% |
25 |
% |
30 |
% |
23 |
% |
||||||||||||||||||||||||
Interest expense for the three months ended September 30, 2026 increased by $11.8 million, or 20%, compared to the three months ended September 30, 2025. Interest expense for the nine months ended September 30, 2026 increased by $86.9 million, or 52%, compared to the nine months ended September 30, 2025. The increases were due to the ABS notes assumed in connection with the 2025 Portfolio Acquisition and higher outstanding indebtedness from incremental asset backed securitization issuances throughout 2025. The Company capitalized $7.6 million of interest costs related to construction projects during the three months ended September 30, 2026.
Loss on extinguishment of debt
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||||||||||
|
(dollars in thousands) |
2026 |
2025 |
$ Change |
% |
2026 |
2025 |
$ Change |
% |
||||||||||||||||||||||||
|
Loss on extinguishment of debt |
$ |
(6,833 |
) |
$ |
(1,568 |
) |
$ |
(5,265 |
) |
336 |
% |
$ |
(6,833 |
) |
$ |
(6,881 |
) |
$ |
48 |
-1 |
% |
|||||||||||
|
Percentage of revenue |
(2 |
%) |
(1 |
%) |
(1 |
%) |
(1 |
%) |
||||||||||||||||||||||||
For both the three and nine months ended September 30, 2026 the Company recorded a $6.8 million loss on extinguishment of debt. The extinguishment charge related to the prepayment of debt outstanding under its Series 2020-2 Class A-2 Notes. For the three and nine months ended September 30, 2025, the Company recorded the losses on extinguishment of debt of $1.6 million and $6.8 million, respectively. The extinguishment charges related to the prepayment of long-term debt in connection with issuance of 2024 ABS Notes in March and August of 2025.
Other income (loss), net
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||||||||||
|
(dollars in thousands) |
2026 |
2025 |
$ Change |
% |
2026 |
2025 |
$ Change |
% |
||||||||||||||||||||||||
|
Other income (loss), net |
$ |
4,791 |
$ |
472 |
$ |
4,319 |
915 |
% |
$ |
(762 |
) |
$ |
2,097 |
$ |
(2,859 |
) |
-136 |
% |
||||||||||||||
|
Percentage of revenue |
2 |
% |
<1% |
<1% |
<1% |
|||||||||||||||||||||||||||
Other income (loss), net for the three months ended September 30, 2026 increased by $4.3 million, or 915%, compared to the three months ended September 30, 2025. Other income (loss), net for the nine months ended September 30, 2026 decreased by $2.9 million, or 136%, compared to the nine months ended September 30, 2025. The changes were primarily driven by foreign currency exchange gains and losses resulting from fluctuations in foreign currency exchange rates.
Income tax (expense) benefit
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||||||||||
|
(dollars in thousands) |
2026 |
2025 |
$ Change |
% |
2026 |
2025 |
$ Change |
% |
||||||||||||||||||||||||
|
Income tax (expense) benefit |
$ |
(14 |
) |
$ |
4,556 |
$ |
(4,570 |
) |
-100 |
% |
$ |
(495 |
) |
$ |
12,213 |
$ |
(12,708 |
) |
-104 |
% |
||||||||||||
|
Effective tax rate |
<1% |
13 |
% |
<1% |
13 |
% |
||||||||||||||||||||||||||
For both the three and nine months ended September 30, 2026 the Company recorded income tax expense of less than $0.1 million and $0.5 million, respectively. For the three and nine months ended September 30, 2025, the Company recorded income tax benefits of $4.6 million and $12.2 million, respectively. The increases in income tax expense were primarily attributable to changes in the blended state income tax rate and certain return-to-provision adjustments recorded during 2026.
Non-GAAP Financial Measures
We prepare our financial statements in conformity with U.S. GAAP, though we believe evaluating our ongoing results of operations may be difficult if limited to reviewing only GAAP financial measures. Accordingly we use non-GAAP financial measures to supplement our evaluation of our operations. We believe that these non-GAAP financial measures, when taken collectively with our U.S. GAAP financial statements, may be helpful to investors because they allow for greater transparency into what measures we use in operating our business and measuring our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance. These non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP financial measures used by other companies. Because of these limitations, our non-GAAP financial measures should not be considered in isolation or as substitutes for net (loss) income, or any other measure calculated in accordance with U.S. GAAP, as applicable, and should be considered together with our GAAP financial measures and the reconciliations to the corresponding GAAP financial measures set forth in this quarterly report.
Adjusted EBITDA
We define Adjusted EBITDA as net (loss) income, excluding (i) income taxes, (ii) interest expense, (iii) depreciation and amortization, (iv) gain on lease modification, (v) loss on extinguishment of debt, (vi) bargain purchase gain, (vii) stock-based compensation, (viii) other income (loss), net, and (ix) transaction and other costs. Transaction and other costs consist primarily of acquisition and integration costs, restructuring costs, costs associated with our initial public offering, and employee bonuses and loan extinguishment expenses directly attributable to specific transactions. The employee bonuses and loan extinguishment costs are recorded within Selling,
marketing, general and administrative expenses in our unaudited condensed consolidated statements of operations. Management uses Adjusted EBITDA as a key measure of our operating performance and to assess the results of our business excluding certain items that we believe are not indicative of our core operating results. In addition, we believe Adjusted EBITDA is frequently used by securities analysts, investors, and other interested parties in the evaluation of data centers and other real estate companies. However, because Adjusted EBITDA is calculated before recurring cash charges, including interest expense and income taxes, which represent significant recurring cash charges necessary to operate our business, and is not adjusted for capital expenditures or other recurring cash requirements of our business, it should not be considered a measure of liquidity or an indicator of our cash flows and its utility as a measure of our performance is limited. Further, Adjusted EBITDA does not reflect our cash requirements or our ability to generate cash to meet those obligations. Other companies may calculate Adjusted EBITDA differently than we do and, as a result, Adjusted EBITDA may not be comparable to other companies' Adjusted EBITDA. Accordingly, Adjusted EBITDA should not be viewed in isolation or as a substitute for net (loss) income or any other performance measure calculated in accordance with U.S. GAAP.
Funds from Operations
Management uses FFO, which is a non-GAAP financial measure commonly used in the real estate industry. This measure is used by management to evaluate performance corresponding to the retail colocation data center industry which has similarities to other real estate type companies. FFO is calculated in accordance with the standards approved by the Board of Governors of the National Association of Real Estate Investment Trusts. FFO represents net (loss) income (calculated in accordance with GAAP), excluding, when applicable (i) loss or gain from the disposition of real estate assets, (ii) depreciation and amortization and (iii) impairment write-downs of real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.
Management uses FFO as a supplemental performance measure because, in excluding the items identified in the calculation, it provides a performance measure that, when compared year over year, captures trends in utilization rates, pricing and operating costs. In addition, we believe FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of data centers and other real estate companies. However, because FFO excludes depreciation and amortization and does not capture the changes in the value of our data centers that result from use or market conditions, or the level of capital expenditures necessary to maintain the operating performance of our data centers, all of which have real economic effect and could materially impact our financial condition and results from operations, the utility of FFO as a measure of our performance is limited. Other companies may calculate FFO differently than we do and, as a result, FFO may not be comparable to other companies' FFO. Accordingly, FFO should not be considered in isolation or as a substitute for net (loss) income or any other performance measure calculated in accordance with U.S. GAAP.
Discussion of Non-GAAP Financial Measures
|
Three Months Ended September 30, |
||||||||
|
(dollars in thousands) |
2026 |
2025 |
||||||
|
Adjusted EBITDA |
$ |
132,096 |
$ |
91,566 |
||||
|
FFO |
$ |
(3,242 |
) |
$ |
33,242 |
|||
|
Nine Months Ended September 30, |
||||||||
|
(dollars in thousands) |
2026 |
2025 |
||||||
|
Adjusted EBITDA |
$ |
360,697 |
$ |
277,290 |
||||
|
FFO |
$ |
56,057 |
$ |
112,283 |
||||
Adjusted EBITDA increased by $40.5 million, or 44%, to $132.1 million for the three months ended September 30, 2026, compared to $91.6 million for the three months ended September 30, 2025, and increased by $83.4 million, or 30%, to $360.7 million for the nine months ended September 30, 2026, compared to $277.3 million for the nine months ended September 30, 2025. This increase reflected continued improvement in operating performance across our platform, driven by growth in recurring colocation and other revenues and operating leverage from our cost structure.
FFO decreased by $36.5 million, or 110%, to negative $3.2 million for the three months ended September 30, 2026, compared to positive $33.2 million for the three months ended September 30, 2025 and decreased by $56.2 million, or 50%, to positive $56.1 million for the nine months ended September 30, 2026, compared to positive $112.3 million for the nine months ended September 30, 2025. This decrease was primarily attributable to an increase in net loss, primarily driven by higher interest expense resulting from the ABS Notes assumed in connection with the 2025 Portfolio Acquisition and interest incurred on additional ABS notes issued during the latter part of 2025 as well as from transaction and compensation costs related to our IPO. These impacts were partially offset by improved operating performance driven by growth in recurring revenue and gain on lease modification incurred during the second quarter.
The following table presents the calculation of Adjusted EBITDA for the periods presented, with a reconciliation to the most comparable GAAP metric:
|
Three Months Ended September 30, |
||||||||
|
(dollars in thousands) |
2026 |
2025 |
||||||
|
Net loss |
$ |
(88,149 |
) |
$ |
(29,811 |
) |
||
|
Adjustments: |
||||||||
|
Interest expense |
71,448 |
59,668 |
||||||
|
Income tax expense (benefit) |
14 |
(4,556 |
) |
|||||
|
Depreciation and amortization |
84,907 |
63,053 |
||||||
|
Loss on extinguishment of debt |
6,833 |
1,568 |
||||||
|
Other loss (income), net |
(4,791 |
) |
(472 |
) |
||||
|
Stock-based compensation |
32,116 |
- |
||||||
|
Transaction and other costs (1) |
29,718 |
2,116 |
||||||
|
Adjusted EBITDA |
$ |
132,096 |
$ |
91,566 |
||||
|
Nine Months Ended September 30, |
||||||||
|
(dollars in thousands) |
2026 |
2025 |
||||||
|
Net loss |
$ |
(202,929 |
) |
$ |
(78,654 |
) |
||
|
Adjustments: |
||||||||
|
Interest expense |
252,637 |
165,787 |
||||||
|
Income tax expense (benefit) |
495 |
(12,213 |
) |
|||||
|
Depreciation and amortization |
258,986 |
190,937 |
||||||
|
Loss on extinguishment of debt |
6,833 |
6,881 |
||||||
|
Other loss (income), net |
762 |
(2,097 |
) |
|||||
|
Gain on lease modification |
(40,043 |
) |
(51 |
) |
||||
|
Stock-based compensation |
32,116 |
- |
||||||
|
Transaction and other costs (1) |
51,840 |
6,700 |
||||||
|
Adjusted EBITDA |
$ |
360,697 |
$ |
277,290 |
||||
(1) Transaction and other costs include cash incentive compensation and loan extinguishment costs associated with the settlement of legacy pre-IPO incentive compensation arrangements in connection with the IPO. The cash incentive compensation and loan extinguishment costs associated with the settlement of legacy pre-IPO incentive compensation arrangements totaled $25.3 million and $33.6 million for the three and nine months ended September 30, 2026, respectively, and were recorded within Selling, marketing, general and administrative expenses in our unaudited condensed consolidated statements of operations. No such costs were recorded during the three and nine months ended September 30, 2025.
The following table presents the calculation of FFO for the periods presented, with a reconciliation to the most comparable GAAP metric:
|
Three Months Ended September 30, |
||||||||
|
(dollars in thousands) |
2026 |
2025 |
||||||
|
Net loss |
$ |
(88,149 |
) |
$ |
(29,811 |
) |
||
|
Adjustments: |
||||||||
|
Depreciation and amortization |
84,907 |
63,053 |
||||||
|
FFO |
$ |
(3,242 |
) |
$ |
33,242 |
|||
|
Nine Months Ended September 30, |
||||||||
|
(dollars in thousands) |
2026 |
2025 |
||||||
|
Net loss |
$ |
(202,929 |
) |
$ |
(78,654 |
) |
||
|
Adjustments: |
||||||||
|
Depreciation and amortization |
258,986 |
190,937 |
||||||
|
FFO |
$ |
56,057 |
$ |
112,283 |
||||
The following information is presented solely as supplemental financial information to assist investors in evaluating certain components of our financial results and cash requirements. The individual items are not intended to represent, and should not be aggregated or considered, a separate financial performance or liquidity measure:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
(dollars in thousands) |
2026 |
2025 |
2026 |
2025 |
||||||||||||
|
Selected supplemental financial information: |
||||||||||||||||
|
Net favorable leasehold interest amortization(1) |
1,029 |
2,333 |
3,054 |
7,006 |
||||||||||||
|
Transaction and other costs(2) |
29,718 |
2,116 |
51,840 |
6,700 |
||||||||||||
|
Stock-based compensation |
32,116 |
- |
32,116 |
- |
||||||||||||
|
Amortization of deferred financing costs |
10,546 |
6,992 |
34,662 |
18,829 |
||||||||||||
|
Loss on extinguishment of debt |
6,833 |
1,568 |
6,833 |
6,881 |
||||||||||||
|
Deferred income tax loss (benefit) |
112 |
(4,860 |
) |
(6,451 |
) |
(13,027 |
) |
|||||||||
|
Recurring capital expenditures(3) |
(15,762 |
) |
(12,916 |
) |
(41,009 |
) |
(31,364 |
) |
||||||||
(1) Net favorable/unfavorable leasehold interest amortization represents the periodic amortization of favorable and unfavorable lease terms associated with operating leasehold interests acquired in conjunction with business acquisitions. A favorable leasehold interest is recorded when the acquired lease terms are below current market rates. Conversely, an unfavorable leasehold interest is recorded when the acquired lease terms are above current market rates. These amounts are amortized on a straight-line basis over the remaining lease term, including renewal periods that are reasonably certain to be exercised. For operating leases, the favorable and unfavorable lease terms are recognized as a component of operating lease cost and presented within cost of revenues, excluding depreciation and amortization in the Consolidated Statements of Operations.
(2) Transaction and other costs include cash incentive compensation and loan extinguishment costs associated with the settlement of legacy pre-IPO incentive compensation arrangements in connection with the IPO. The cash incentive compensation and loan extinguishment costs associated with the settlement of legacy pre-IPO incentive compensation arrangements totaled $25.3 million and $33.6 million for the three and nine months ended September 30, 2026, respectively, and were recorded within Selling, marketing, general and administrative expenses in our unaudited condensed consolidated statements of operations. No such costs were recorded during the three and nine months ended September 30, 2025.
(3)Recurring capital expenditures represent capital expenditures associated with maintaining and extending the useful lives of data centers and other assets that support current revenues.
Liquidity and Capital Resources
The following table presents our available liquidity as of the end of the periods:
|
As of September 30, |
As of December 31, |
|||||||
|
(dollars in thousands) |
2026 |
2025 |
||||||
|
Cash and cash equivalents |
$ |
34,743 |
$ |
140,159 |
||||
|
Restricted cash (1) |
209,282 |
263,257 |
||||||
|
Undrawn and available committed credit facility |
800,000 |
141,000 |
||||||
|
Undrawn and available variable funding notes |
100,000 |
25,000 |
||||||
|
Letters of credit |
(28,337 |
) |
(46,867 |
) |
||||
|
Total available liquidity |
$ |
1,115,688 |
$ |
522,549 |
||||
(1) Restricted cash represents cash under the control of a non-affiliated trustee appointed in conjunction with the issuance of asset-backed notes. These amounts are contractually restricted for specified purposes, such as principal and interest payments and capital expenditures, and are not available for general corporate use. The restrictions lapse upon final repayment of the related debt.
As of September 30, 2026, we had $1,115.7 million of available liquidity, which was comprised of $244.0 million of available cash and cash equivalents and restricted cash, $900.0 million of undrawn and available capacity under our corporate Revolving Credit Facility and our variable funding notes, less $28.3 million due to the issuance of any letters of credit. Our primary source of liquidity and capital resources are contractual cash flows generated from our customers.
As of December 31, 2025, we had $522.5 million of available liquidity, which was comprised of $403.4 million of available cash and cash equivalents and restricted cash, $166.0 million of undrawn and available capacity under our corporate Revolving Credit Facility and our variable funding notes, less $46.9 million due to the issuance of any letters of credit. Our primary source of liquidity and capital resources are contractual cash flows generated from our customers.
Our business has few non-discretionary capital requirements and generates strong cash flows from operations. Our largest normal course capital requirements are interest payments on our debt facilities and capital expenditures to maintain the operating performance of our data center assets.
Cash Flows
The following summary discussion of our cash flows is based on the unaudited condensed consolidated statements of cash flows included elsewhere in this quarterly report and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
Comparison of nine months ended September 30, 2026 to nine months ended September 30, 2025
The following table shows cash flows for the periods presented:
|
Nine Months Ended September 30, |
||||||||||||
|
(dollars in thousands) |
2026 |
2025 |
$ Change |
|||||||||
|
Net cash provided by operating activities |
$ |
103,359 |
$ |
118,861 |
$ |
(15,502 |
) |
|||||
|
Net cash used in investing activities |
(314,986 |
) |
(183,936 |
) |
(131,050 |
) |
||||||
|
Net cash provided by financing activities |
58,277 |
406,335 |
(348,058 |
) |
||||||||
Operating activities
Net cash provided by operating activities was $103.4 million for the nine months ended September 30, 2026 as compared to $118.9 million for the nine months ended September 30, 2025. The decrease was driven primarily by unfavorable changes in working capital related to the timing of customer billings, collections, and vendor payments.
Investing activities
Net cash used in investing activities was $315 million for the nine months ended September 30, 2026 as compared to $183.9 million for the nine months ended September 30, 2025. The increase in cash outflows was driven primarily by higher capital expenditures to support customer demand and growth initiatives across the platform, including investments in expansion and upgrades of existing facilities.
Financing activities
Net cash provided by financing activities was $58.3 million for the nine months ended September 30, 2026 as compared to $406.3 million for the nine months ended September 30, 2025. During the nine months ended September 30, 2025, the Company received net proceeds of approximately $707.6 million from long-term debt and revolving credit facility borrowings and made $250.0 million of
distributions to its member. During the nine months ended September 30, 2026, financing activity consisted primarily of $1,151.4 million of net proceeds from the issuance of common stock, partially offset by $219.5 million of prepayment of its Series 2020-2 Class A-2 Notes, $734.0 million net repayments under the revolving credit facility and Series 2024-1 Variable Funding Notes and $130.5 million of distributions to the member.
Recent Financing Activities
See Note 9 - Debt in the notes to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on our term loans and other debt instruments.
On June 30, 2026, investment funds affiliated with Brookfield Corporation entered into an amended revolving credit facility agreement, pursuant to which the Company was released from its obligations as a Qualified Borrower under the 2021 Fund Revolving Credit Facility. In connection with the release, all outstanding borrowings and accrued interest attributable to the Company were repaid, and the lenders terminated their commitments and obligations to extend credit to the Company under the facility.
During the third quarter of 2026, the Company used a portion of the net proceeds from its IPO to repay in full the $773.9 million outstanding under its revolving credit facility, the $75.5 million outstanding under its promissory note, the $75.3 million outstanding under its Series 2024-1 Variable Funding Notes, and $219.8 million outstanding under its Series 2020-2 Class A-2 Notes, with each amount including accrued and unpaid interest through the repayment date.
Off-Balance-Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Estimates
Discussion and analysis of our financial condition and results of operations are based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities, revenue and expenses at the date of the financial statements. Generally, we base our estimates on historical experience and on various other assumptions in accordance with U.S. GAAP that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates under different assumptions or conditions.
Critical accounting estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require the Company's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Based on this definition, we have identified the following critical accounting estimates:
These critical accounting estimates are discussed in more detail under the caption "Critical Accounting Estimates" in Management's Discussion and Analysis of Financial Condition and Results of Operations, set forth in our IPO Prospectus.
Recent Accounting Pronouncements
See Note 1 of Notes to unaudited condensed consolidated financial statements in Part I Item 1 of this Quarterly Report on Form 10-Q.