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Zayo Group, LLC Reports Financial Results for the First Fiscal Quarter Ended September 30, 2012(Marketwire Via Acquire Media NewsEdge) LOUISVILLE, CO -- (Marketwire) -- 11/16/12 -- Zayo Group, LLC ("Zayo Group" or "the Company"), a leading provider of bandwidth infrastructure and network-neutral colocation and interconnection services, announced results for the three months ended on September 30, 2012. The Company has experienced sequential quarter revenue and Adjusted EBITDA growth since inception. First quarter growth was largely a function of acquisition related growth resulting from the July 2, 2012 acquisition of AboveNet and the August 31, 2012 acquisition of FiberGate. During the three months ended September 30, 2012, the Company made net capital expenditures of $66.7 million, which included adding 1,278 route miles and 709 buildings to the network. Financial Highlights FY 2013 Q1 compared to FY 2012 Q4 Zayo Group generated quarterly revenue of $229.7 million; a $120.1 million sequential quarter increase largely attributed to the acquisition of AboveNet. Adjusted EBITDA for the quarter was $122.6 million, which was $65.1 million higher than the prior quarter. Loss from continuing operations of $53.4 million for the quarter was $48.2 million higher than the $5.3 million net loss for the previous quarter. FY 2013 Q1 compared to FY 2012 Q1 Quarterly revenue and Adjusted EBITDA increased by $151.3 million and $84.6 million, respectively, over the first quarter of fiscal year 2012. Quarterly loss from continuing operations increased by $56.6 million over the first quarter of fiscal year 2012. Recent Developments Recently Closed Acquisitions AboveNet Inc. ("AboveNet") On July 2, 2012, the Company acquired 100% of the outstanding capital stock of AboveNet, previously a publicly-traded company listed on the New York Stock Exchange, in exchange for cash of approximately $2.2 billion, net of cash acquired. AboveNet is a provider of bandwidth infrastructure and network-neutral colocation and interconnection services, primarily to large corporate enterprise clients and communication carriers, including Fortune 1000 and Financial Times and Stock Exchange ("FTSE") 500 companies in the United States and Europe. AboveNet's commercial strategy was consistent with the Company's; that is, to focus on leveraging its infrastructure assets to provide bandwidth infrastructure services to a select set of customers having high bandwidth demands. It provides lit and dark fiber bandwidth infrastructure services over its dense metropolitan, regional, national, and international fiber networks. It also operates a Tier 1 IP network with direct and indirect (through peering arrangements) connectivity in many of the most important bandwidth centers and peering exchanges in the U.S., Europe, and Japan. Its product set is highly aligned with Zayo's, consisting primarily of dark fiber, Wavelength, Ethernet, IP and colocation services. AboveNet also has grown a very strong base of business with enterprise clients, particularly within the financial services segment. On June 30, 2012, AboveNet's fiber networks spanned approximately 20,590 route miles, approximately 2,500,000 fiber miles and connected to approximately 4,000 on-net buildings, including more than 2,600 enterprise locations, many of which house some of the largest corporate users of network services in the world. AboveNet's metropolitan networks typically contain 432, and in some cases 864, fiber strands in each cable. This high fiber count allows AboveNet to add new customers in a timely and cost-effective manner by focusing incremental construction and capital expenditures on the laterals that connect to the customer premises. AboveNet's metropolitan networks serve 17 markets in the U.S., with strong network footprints in a number of the largest metropolitan markets including Boston, Massachusetts; Chicago, Illinois; Los Angeles, California; New York, New York; Philadelphia, Pennsylvania; San Francisco, California; Seattle, Washington; and Washington, D.C. It also serves four metropolitan markets in Europe: London, United Kingdom; Amsterdam, Netherlands; Frankfurt, Germany; and Paris, France. These locations also include many private data centers and hub locations that are important for AboveNet's customers. AboveNet uses under-sea capacity on the Japan-U.S. Cable Network to provide connectivity between the U.S and Japan and capacity on the Trans-Atlantic undersea telecommunications network and other trans-Atlantic cables to provide connectivity from the U.S. to Europe. FiberGate Holdings, Inc. ("FiberGate") On August 31, 2012, the Company acquired 100% of the equity interest in FiberGate, a privately held corporation, for a purchase price of $117.5 million, subject to certain post-closing adjustments. The acquisition was funded with cash on hand. Headquartered in Alexandria, Virginia, FiberGate is a provider of dark fiber services throughout the Washington, D.C., Northern Virginia, and Baltimore, Maryland corridor. The FiberGate network includes 779 high fiber count route miles in and around the U.S. capital region. FiberGate also has 317 on-net buildings, including federal government sites, carrier hotels, data centers, cell towers, and enterprise buildings. FiberGate has provided dark fiber services to the federal government since its inception in 1995 and has since expanded its clientele to include large enterprise and telecommunications customers. USCarrier In connection with the Company's July 1, 2010 acquisition of American Fiber Systems Holding Corporation ("AFS"), the Company acquired an ownership interest in USCarrier Telecom Holdings, LLC ("USCarrier") consisting of approximately 50% of the equity interest in USCarrier. On August 15, 2012, the Company entered into an agreement with the owners of USCarrier to purchase all remaining ownership units of USCarrier such that upon consummation of the acquisition, the Company would own 100% of the equity interest in USCarrier. On October 1, 2012, the transaction was consummated and the Company acquired the remaining outstanding equity interest in USCarrier. The purchase price of $15.9 million for the remaining interest in USCarrier was funded with cash on hand. The USCarrier business operates a 3,700 mile regional fiber network that connects major markets such as Atlanta, Jacksonville, Tallahassee, Nashville and Chattanooga along with 40 smaller cities throughout the Southeast region of the United States. USCarrier provides transport services such as Ethernet and Wavelength primarily to other telecommunications providers. Pending acquisitions First Telecom Services Purchase Agreement On October 12, 2012, the Company entered into an agreement to acquire 100% of the equity interest in First Telecom Services, LLC ("First Telecom Services") a subsidiary of First Communications, Inc. First Telecom Services provides dark fiber, transport, and construction services. The $110.0 million purchase price, subject to post-closing adjustments, will be funded with cash on hand. New Invested Capital On July 2, 2012, the Company issued $750.0 million aggregate principal amount of 8.125% senior secured first-priority notes due 2020 and $500.0 million aggregate principal amount of 10.125% senior unsecured notes due 2020. The Company also entered into a new $250.0 million senior secured revolving credit facility, and a new $1,620.0 million senior secured term loan facility which accrues interest at floating rates. The effective rate on the New Term Loan Facility on September 30, 2012 was 7.125%. On August 13, 2012, the Company entered into forward-starting interest rate swap agreements with an aggregate notional value of $750.0 million, a start date of June 30, 2013, and a maturity date of June 30, 2017. The contract states that the Company shall pay a 1.67% fixed rate of interest for the term of the agreement beginning on the start date. The counterparty will pay to the Company the greater of actual LIBOR or 1.25%, the minimum reference rate on the term loan. The Company entered into the forward-starting swap arrangements to reduce the risk of increased interest costs associated with potential future changes in LIBOR rates. On October 5, 2012, the Company's new revolving credit facility and new term loan facility were amended. Among other changes, the applicable margin over base rate was reduced by 187.5 bps on both of the facilities. The effective rate on the new term loan subsequent to the amendment was 5.25%. On July 2, 2012, in connection with the Company's acquisition of AboveNet, Zayo Group Holdings, Inc. ("Holdings") completed a third round of equity financing of which $472.3 million was contributed to the Company. A portion of the proceeds from the debt and equity contributions were used to pay the outstanding portion of the Company's previous indebtedness and fees associated with early redeeming the Company's previous indebtedness and to pay the cash consideration for the AboveNet acquisition and associated fees and expenses. Spin-Off of Professional Services Business AboveNet's legacy service offering included a business segment that provided professional services to certain users of bandwidth capacity. As the professional services business segment ("Zayo Professional Services" or "ZPS") does not align with the Company's primary focus of providing bandwidth infrastructure services, the segment was spun off to Holdings on September 30, 2012. The Company estimated the fair value of the assets and liabilities which were distributed to Holdings to be $26.7 million. During the quarter ended September 30, 2012, the results of the operations of ZPS prior to the spin-off date have been aggregated and are presented in a single caption entitled, "Earnings from discontinued operations, net of income taxes" on the Company's consolidated statements of operations. First Quarter Financial Results Three Months Ended September 30, 2012 and June 30, 2012 Figure 1.0 Zayo Group Summary Results ($ in millions) Three months ended ---------------------------- September 30, June 30, 2012 2012 ------------- ------------- Revenue $ 229.7 $ 109.6 Annualized revenue growth 438% Gross profit 197.0 86.8 Gross profit % 86% 79% Operating income 46.2 23.4 Earnings from continuing operations before taxes (80.7) 5.5 (Benefit)/provision for income taxes (27.3) 10.8 ------------- ------------- Loss from continuing operations $ (53.4) $ (5.3) ============= ============= Adjusted EBITDA from continuing operations $ 122.6 $ 57.5 Purchases of property and equipment 66.7 21.4 ------------- ------------- Unlevered free cash flow $ 55.9 $ 36.1 ============= ============= Annualized EBITDA growth 453% Adjusted EBITDA margin 53% 52% The sequential quarterly revenue increase of $120.1 million was primarily the result of the July 2, 2012 acquisition of AboveNet and the August 31, 2012 acquisition of FiberGate. The Company generated additional monthly revenue of $4.1 million associated with gross installations accepted during the quarter ended September 30, 2012. This increase in revenue related to organic growth was partially offset by total customer churn of $3.1 million in monthly revenue during the quarter. Also offsetting the revenue growth was a decrease of $3.3 million to other revenue recognized during the quarter ended September 30, 2012 as compared to the quarter ended June 30, 2012. Other revenue recognized during the quarter ended June 30, 2012 primarily related to early termination charges collected and the accelerated recognition of the deferred revenue associated with those terminated contracts. Adjusted EBITDA and Adjusted EBITDA margin benefited from both the high margin dark fiber concentration and the additional scale achieved from the acquisitions of AboveNet and FiberGate. Loss from continuing operations increased by $48.2 million in the quarter ended September 30, 2012 as compared to the previous quarter. The increase in the loss is attributed to a $47.0 million increase in interest expense associated with the Company's new debt financing as well as $65.0 million of expenses associated with debt extinguishment costs. Partially offsetting the quarter-over-quarter increase to loss from continuing operations was a $22.8 million increase in operating income during the current quarter. Three Months Ended September 30, 2012 and September 30, 2011 Figure 1.1 Zayo Group Summary Results ($ in millions) Three months ended ---------------------------- September 30, September 30, 2012 2011 ------------- ------------- Revenue $ 229.7 $ 78.4 Revenue growth 193% Gross profit 197.0 60.3 Gross profit % 86% 77% Operating income 46.2 16.9 Earnings from continuing operations before taxes (80.7) 7.7 Provision for income taxes (27.3) 4.6 ------------- ------------- (Loss)/earnings from continuing operations $ (53.4) $ 3.1 ============= ============= Adjusted EBITDA $ 122.6 $ 38.0 Purchases of property and equipment 66.7 28.6 ------------- ------------- Unlevered free cash flow $ 55.9 $ 9.4 ============= ============= EBITDA growth 222% Adjusted EBITDA margin 53% 48% Revenue increased $151.3 million over the first quarter of fiscal year 2012 principally as a result of our Fiscal 2012 and 2013 acquisitions. The monthly recurring revenue on the acquisition date of the acquired 360networks, MarquisNet, Arialink, AboveNet and FiberGate businesses was approximately $7.0 million, $0.6 million, $0.4 million, $40.1 million and $1.4 million, respectively. The remaining increase in revenue recognized during the three months ended September 30, 2012 as compared to the three months ended September 30, 2011 was a result of organic growth. As a result of internal sales efforts since September 30, 2011, the Company has entered into $754.0 million of gross new sales contracts, which will represent an additional $11.3 million in monthly revenue once installation on those contracts is accepted. Since September 30, 2011, the company has received acceptance on gross installations that have resulted in additional monthly revenue of $9.9 million as of September 30, 2012 as compared to September 30, 2011. This increase in revenue related to our organic growth is partially offset by total customer churn of $7.1 million in monthly revenue since September 30, 2011. Gross profit increased $136.7 million, principally as a result of our Fiscal 2012 and 2013 acquisitions. The gross profit percentage increase by nine percentage points primarily as a result of gross installed revenues having a lower component of associated operating costs than the prior period's installed revenue base due to a higher percentage of our newly installed revenue being supported by our owned infrastructure assets (i.e. on-net). The gross profit percentage also benefited from a higher percentage of acquired revenue being on-net and from synergies realized related to our Fiscal 2012 and 2013 acquisitions. Adjusted EBITDA increased $84.6 million as compared to the first quarter of fiscal year 2012, due to the Adjusted EBITDA contribution from our Fiscal 2012 and 2013 acquisitions, synergies realized from those acquisitions, and organic revenue growth. Conference Call Zayo Group will hold a conference call to report fiscal year first quarter 2013 results at 11:00 a.m. EST, November 16, 2012. The dial in number for the call is (800) 769-9015. A live webcast of the call can be found in the Investor Relations section of Zayo's website or can be accessed directly at https://cc.readytalk.com/r/90l1a7v9bczg. During the call the company will review an earnings supplement presentation that summarizes the financial results of the quarter, which can be found at http://www.zayo.com/financial-earnings-release. About Zayo Group Based in Louisville, Colorado, privately owned Zayo Group (www.zayo.com) is a provider of fiber-based bandwidth infrastructure and network-neutral colocation and interconnection services. Zayo Group is organized into autonomous operating segments supporting customers who require lit and dark fiber services and carrier-neutral colocation. Zayo Group's business units provide these services over international, national, regional, metro and fiber-to-the-tower networks. Forward Looking Statements Information contained or incorporated by reference in this earnings release, in other SEC filings by the Company, in press releases and in presentations by the Company or its management that are not historical by nature constitute "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "plans," "intends," "estimates," "projects," "could," "may," "will," "should," or "anticipates" or the negatives thereof, other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that future results expressed or implied by the forward-looking statements will be achieved and actual results may differ materially from those contemplated by the forward-looking statements. Such statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, those relating to the Company's financial and operating prospects, current economic trends, future opportunities, ability to retain existing customers and attract new ones, the Company's acquisition strategy and ability to integrate acquired companies and assets, outlook of customers, reception of new products and technologies, and strength of competition and pricing. Other factors and risks that may affect the Company's business and future financial results are detailed in the Company's SEC filings, including, but not limited to, those described under "Risk Factors" within the Company's Annual Report on Form 10-K. The Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates. The Company undertakes no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events, except as required by law. This earnings release should be read together with the Company's unaudited condensed consolidated financial statements and notes thereto for the three months ended September 30, 2012 included in the Company's Quarterly Report on Form 10Q filed with the SEC on November 14, 2012 and the audited consolidated financial statements and notes thereto for the year ended June 30, 2012 included in the Company's Annual Report on Form 10-K filed with the SEC on September 14, 2012. Non-GAAP Financial Measures The Company provides financial measures that are not defined under generally accepted accounting principles in the United States, or GAAP, including earnings before interest, taxes, depreciation and amortization ("EBITDA"), Adjusted EBITDA. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered in isolation or as alternatives to net income or any other performance measures derived in accordance with GAAP or as alternatives to cash flows from operating activities as measures of liquidity. "Adjusted EBITDA" is defined as EBITDA from continuing operations adjusted to exclude transaction costs, stock-based compensation, and certain non-cash and non-recurring items. Management uses EBITDA and Adjusted EBITDA to evaluate operating performance, and these financial measures are among the primary measures used by management for planning and forecasting future periods. The Company believes Adjusted EBITDA is especially important in a capital-intensive industry such as telecommunications. The Company further believes that the presentation of EBITDA and Adjusted EBITDA is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by management and makes it easier to compare our results with the results of other companies that have different financing and capital structures. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation from, or as substitutes for, analysis of our results as reported under GAAP. For example, Adjusted EBITDA: does not reflect capital expenditures, or future requirements for capital and major maintenance expenditures or contractual commitments; does not reflect changes in, or cash requirements for, our working capital needs; does not reflect the significant interest expense, or the cash requirements necessary to service the interest payments, on our debt; and does not reflect cash required to pay income taxes. The Company's computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because all companies do not calculate Adjusted EBITDA in the same fashion. Because the Company has acquired numerous entities since inception and incurred transaction costs in connection with each acquisition, has borrowed money in order to finance operations, has used capital and intangible assets in the business, and because the payment of income taxes is necessary if taxable income is generated, any measure that excludes these items has material limitations. As a result of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to invest in the growth of the business or as measures of liquidity. In addition to Adjusted EBITDA, management uses Unlevered Free Cash Flow, which measures the ability of Adjusted EBITDA to cover capital expenditures. Adjusted EBITDA is a performance, rather than cash flow measure. Correlating our capital expenditures to our Adjusted EBITDA does not imply that we will be able to fund such capital expenditures solely with cash from operations. Gross profit, defined as revenue less operating costs, excluding depreciation and amortization, is used by management to assess profitability prior to selling, general and administrative expenses, stock-based compensation and depreciation and amortization. Consolidated Financial Information Zayo Group Consolidated Statements of Operations Unaudited Figure 1.2 Consolidated Statement of Operations ($ in thousands) Three months ended September 30, -------------------------------- 2012 2011 --------------- --------------- Revenue $ 229,693 $ 78,443 Operating costs and expenses Operating costs, excluding depreciation and amortization 32,717 18,150 Selling, general and administrative expenses 85,793 22,596 Stock-based compensation 10,481 3,704 Depreciation and amortization 54,500 17,062 --------------- --------------- Total operating costs and expenses 183,491 61,512 --------------- --------------- Operating income 46,202 16,931 --------------- --------------- Other expenses Interest expense (62,555) (9,168) Loss on extinguishment of debt (64,975) - Other income/(expense), net 585 (11) --------------- --------------- Total other expense, net (126,945) (9,179) --------------- --------------- (Loss)/earnings from continuing operations before provision for income taxes (80,743) 7,752 (Benefit)/provision for income taxes (27,320) 4,604 --------------- --------------- (Loss)/earnings from continuing operations (53,423) 3,148 Earnings from discontinued operations, net of income taxes 1,808 - --------------- --------------- Net (loss)/earnings $ (51,615) $ 3,148 =============== =============== Zayo Group Consolidated Balance Sheets Figure 1.3 Consolidated Balance Sheet ($ in thousands) September 30, June 30, 2012 2012 ------------- ------------- Assets Current assets Cash and cash equivalents $ 213,730 $ 150,693 Trade receivables, net 74,152 31,703 Due from related-parties 10,945 231 Prepaid expenses 19,095 7,099 Deferred income taxes, net 29,547 6,018 Restricted cash - 22,417 Other assets 1,445 1,757 ------------- ------------- Total current assets 348,914 219,918 Property and equipment, net 1,560,440 754,738 Intangible assets, net 577,721 128,705 Goodwill 1,232,064 137,439 Debt issuance costs, net 82,179 19,706 Investment in US Carrier 12,827 12,827 Deferred income taxes, net 183,237 89,378 Other assets 23,144 9,070 ------------- ------------- Total assets $ 4,020,526 $ 1,371,781 ============= ============= Liabilities and member's equity Current liabilities Accounts payable $ 11,792 $ 16,180 Accrued liabilities 139,859 45,512 Accrued interest 56,182 10,863 Capital lease obligations, current 716 1,148 Deferred revenue, current 41,020 22,940 Current portion of long-term debt 20,685 4,440 ------------- ------------- Total current liabilities 270,254 101,083 Long-term debt, non-current 2,820,859 685,281 Capital lease obligations, non-current 3,602 10,470 Deferred revenue, non-current 214,326 146,663 Stock-based compensation liability 64,635 54,367 Other long term liabilities 17,406 8,068 ------------- ------------- Total liabilities 3,391,082 1,005,932 Member's equity Member's interest 699,625 388,867 Accumulated other comprehensive income 4,452 - Accumulated deficit (74,633) (23,018) ------------- ------------- Total member's equity 629,444 365,849 ------------- ------------- Total liabilities and member's equity $ 4,020,526 $ 1,371,781 ============= ============= Zayo Group Consolidated Statements of Cash Flows Figure 1.4 Consolidated Statements of Cash Flows ($ in thousands) Three months ended September 30, ------------------------ 2012 2011 ----------- ----------- Cash flows from operating activities Net (loss)/earnings $ (51,615) $ 3,148 Earnings from discontinued operations 1,808 - ----------- ----------- (Loss)/earnings from continuing operations (53,423) 3,148 Adjustments to reconcile net (loss)/earnings to net cash provided by operating activities Depreciation and amortization 54,500 17,062 Loss on extinguishment of debt 64,975 - Non-cash interest expense 8,642 616 Stock-based compensation 10,481 3,704 Amortization of deferred revenues (7,814) (2,580) Provision for bad debts 535 148 Deferred income taxes (29,796) 4,462 Changes in operating assets and liabilities, net of acquisitions Trade receivables (16,042) (7,141) Prepaid expenses 4,946 (498) Other assets (1,291) 201 Accounts payable and accrued liabilities 41,521 (5,268) Payables to related parties, net (993) 169 Deferred revenue 2,899 10,182 Other liabilities (70) 20 ----------- ----------- Net cash provided by operating activities of continuing operations 79,070 24,225 ----------- ----------- Cash flows from investing activities Purchases of property and equipment (70,163) (31,442) Broadband stimulus grants received 3,507 2,798 Acquisition of Abovenet, Inc., net of cash acquired (2,212,492) - Acquisition of FiberGate, net of cash acquired (117,548) - Mercury Marquis Holdings, LLC purchase consideration returned 1,875 - ----------- ----------- Net cash used in investing activities of continuing operations (2,394,821) (28,644) ----------- ----------- Cash flows from financing activities Equity contributions 337,203 100 Principal repayments on capital lease obligations (378) (229) Principal payments on long-term debt (697,475) - Payment of early redemption fees on debt extinguished (39,797) - Proceeds from issuance of long-term debt 2,840,000 - Change in restricted cash, net 22,415 - Cash contributed to ZPS (2,424) - Payment of deferred debt issuance costs (82,508) - ----------- ----------- Net cash provided by/(used in) financing activities of continuing operations 2,377,036 (129) ----------- ----------- Cash flows from continuing operations 61,285 (4,548) Cash flows from discontinued operations Operating activities 1,544 - Effect of changes in foreign exchange rates on cash 208 - ----------- ----------- Net increase/(decrease) in cash and cash equivalents 63,037 (4,548) Cash and cash equivalents, beginning of period 150,693 25,394 ----------- ----------- Cash and cash equivalents, end of period $ 213,730 $ 20,846 =========== =========== Zayo Group Reconciliation of Non-GAAP Financial Measures Figure 1.5 Adjusted EBITDA and Cash Flow Reconciliation ($ in millions) Three months ended ------------------------------------------- September 30, June 30, September 30, 2012 2012 2011 ------------- ------------- ------------- Net earnings/(loss) $ (51.6) $ (5.3) $ 3.1 Earnings from discontinued operations, net of taxes (1.8) - - Interest expense 62.5 15.6 9.2 (Benefit)/provision for income taxes (27.3) 10.8 4.6 Depreciation and amortization expense 54.5 24.3 17.1 Transaction costs 11.4 3.3 0.3 Stock-based compensation 10.5 6.6 3.7 Loss on extinguishment of debt 65.0 - - Foreign currency gain on intercompany loans (0.6) - - Impairment on cost method investment - 2.2 - ------------- ------------- ------------- Adjusted EBITDA $ 122.6 $ 57.5 $ 38.0 Purchases of property and equipment 66.7 21.4 28.6 ------------- ------------- ------------- Unlevered Free Cash Flow, as defined $ 55.9 $ 36.1 $ 9.3 ============= ============= ============= Source: Zayo Group |