Earnings Call Presentation€¦ · Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Hard...
Transcript of Earnings Call Presentation€¦ · Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Hard...
Earnings Call Presentation
Zayo Group Holdings, Inc.
Fiscal Year 2016 Q1 NYSE: ZAYO @ZayoGroup
2
Safe Harbor
Information contained in this presentation that is not historical by nature constitutes “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 Zayo Group Holdings, Inc.’s (“the Company” or “ZGH”) financial and operating prospects, current economic trends, future opportunities,
ability to retain existing customers and attract new ones, outlook of customers, and strength of competition and pricing. In addition, there
is risk and uncertainty in the Company’s acquisition strategy including our ability to integrate acquired companies and assets. Specifically
there is a risk associated with our recent acquisitions, and the benefits thereof, including financial and operating results and synergy
benefits that may be realized from these acquisitions and the timeframe for realizing these benefits. Other factors and risks that may
affect our business and future financial results are detailed in the “Risk Factors” section of our Annual Report or Form 10-K filed with the
Securities and Exchange Commission (“SEC”) on September 18, 2015. We caution you not to place undue reliance on these forward-
looking statements, which speak only as of their respective dates. We undertake no obligation to publicly update or revise forward-looking
statements to reflect events or circumstances after releasing this supplemental information or to reflect the occurrence of unanticipated
events, except as required by law.
In addition to this presentation and our filings with the SEC, the Company provides a supplemental earnings presentation, pricing
supplement and a glossary of terms used throughout. All of which can be found under the investor section of the Company’s website at
http://www.zayo.com/investors.
2
Dan Caruso Chairman & Chief Executive Officer
3
4
FY 1Q16 Highlights
Another consecutive quarter of revenue and adjusted EBITDA growth
7% organic recurring revenue growth with leading indicators pointing
to 8%
Record net installs driven by historically low churn of 1.1%
Revenue visibility enhanced with installation pipeline (backlog) and
revenue under contract reaching $14M and $6.2B respectively
Significant progress on major network & colo expansion projects
Strong bookings of $6.4M with attractive capital profile (average
payback of 12 months)
5
Zayo Vision & Mission
Vision: Amass fiber, data center, and structure assets and
unleash their value by providing exceptional communications
infrastructure services
Mission: Accelerate our customers’ capabilities to bring freedom
and prosperity to the world by providing enormous high-quality
bandwidth
FY2015 Q4 Earnings Presentation
Zayo at a Glance
6,938,000 fiber miles
87,273 route miles
1,867 employees
133 QBHC
Customers
6.7k customers
55% of rev from enterprise & content
45% carriers & wireless
Products
50% bandwidth infrastructure
48% cloud & connectivity
2% other
International Network Unique Metro Fiber Datacenters
Leading Fiber &
Datacenter Consolidator
34 acquisitions to date
6 since 2014
Track Record
24 consecutive quarters of sequential
revenue growth (all since reporting)2
$1.1B invested equity since 2007 inception
>$6.25B equity value today3; >5x return
6
Ou
r assets
W
hat
we d
o
Ou
r tr
ack r
eco
rd
45 zColo Datacenters
>500k billable sf
People
Financial1
$1.5B revenue
$862M adjusted EBITDA
Levered free cash flow 10% of revenue
$
1 September-15 quarter annualized 2 Including Zayo Group, LLC operating subsidiary 3 Based on last month average close price
18,528 buildings
152 avg metro fiber count
FY2015 Q4 Earnings Presentation
Q1 Segment & Product Split
7
% Revenue % EBITDA % of Adj.
UFCF
Dark Fiber Leased raw fiber
Mobile Infrastructure Tower/small cell backhaul
Interconnect-Oriented Colo
Space, power &
interconnects
Subtotal
Ph
ysic
al
Infr
as
tru
ctu
re
Wavelengths 1G, 2.5G, 10G & 100G
waves
Ethernet Switched & dedicated
service
IP Services Internet access & transit
SONET Legacy carrier-grade
service
Cloud Services Infrastructure-as-a-
Service
Subtotal
Clo
ud
& C
on
necti
vit
y
30% 37% 70%
7% 8% -39%
13% 11% 11%
50% 56% 42%
19% 16% 8%
11% 11% 20%
8% 8% 13%
6% 6% 15%
3% 2% 1%
48% 43% 56%
1 Based on quarter ended Sep-15 Physical Infrastructure & Cloud & Connectivity segment results; revenue from “Other” segment represents 2% of total revenue
1
8
8
$311 $353 $359
$10
$9 $8 $321
$362 $367
$0
$50
$100
$150
$200
$250
$300
$350
$400
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
Recurring Other
($M) Revenue
Q1 Financial Highlights
98% of revenue is recurring
5% QoQ annualized total revenue growth
7% QoQ annualized recurring revenue growth
$176 $204 $211
$7
$7 $5 $183
$211 $215
58% 59% 58% 57% 59% 58% 58% 59%
$0
$50
$100
$150
$200
$250
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
($M)
Adjusted EBITDA
9% QoQ annualized total EBITDA growth
12% QoQ annualized recurring EBITDA growth
Associated with Other Revenue
Excluding Associated with Other Revenue
Adjusted EBITDA Margin
8
9
9
Q1 Financial Highlights Cont.
$105 $143 $150
$6
$8 $7
$4
$5 $3
$115
$156 $159
$0
$50
$100
$150
$200
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
Growth Maintenance Other
Purchases of Property & Equipment ($M)
Net AFFO (capturing churn replacement)
$63
$116 $127
26% 30% 24% 20% 26% 32% 32% 35%
$0
$50
$100
$150
$200
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
% of Revenue
Levered FCF ($M) ($M)
>90% of capex growth-related
net AFFO1 of $127M or 35% of revenue
$36M of quarterly levered free cash flow
($115) ($156)
($159)
118
195 195
$3 $39 $36
19% 24% 25% 1% -2% 11% 11% 10%
($250)
($150)
($50)
$50
$150
$250
$350
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
Purchases of PP&E Cash Flow From Operations LFCF
9
% of Revenue
2
1 Includes churn replacement capex plus ~2% implied growth 2 Sep-15 LFCF impacted by ~$8M non-cash charge offset in cash flow from financing activities
1
0
10
Q1 Operational Highlights
Net Installations
($M)
MR
R a
nd M
AR
MR
R a
nd M
AR
($3) ($3) ($3)
($1) ($1) ($1)
($3.9) ($4.0) ($3.8)
-1.4% -1.3% -1.3% -1.3% -1.2% -1.3% -1.2% -1.1%($7.0)
($6.0)
($5.0)
($4.0)
($3.0)
($2.0)
($1.0)
$0.0
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
Hard Disconnects
Upgrades / Price Decrease / Replacement
Churn % = $4 $5 $5
$1
$1 $1
$5.4
$6.3 $6.0
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
$6.0
$7.0
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
Upgrades / Price Increase / Replacement
Installations from New Services
Gross Installations Churn Processed ($M)
$1.5
$2.2 $2.2
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
$6.0
$7.0
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
MR
R a
nd M
AR
($M)
2nd highest gross install quarter at $6.0M
lowest churn % quarter in last 2 years
record net installs of $2.2M
net installs imply 8% annualized recurring
revenue growth rate1
10 1 Implied by the current quarter pace of Net Installs, calculated as Net Installs annualized ($2.24M * 4 = $8.96M), divided by the beginning of quarter run-rate $117.4M = 7.6%
1
1
11
Q1 Operational Highlights Cont.
$103.7 $117.4
$119.8
$0
$50
$100
$150
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
($M) Last day of quarter run-rate
(MRR+MAR)
8% QoQ annualized revenue run-rate growth
record service activation pipeline represents
12% of revenue run-rate
46 months average remaining contract term
$6.1 $6.3 $5.7
$5.1 $7.4 $8.4
$11.3
$13.7 $14.0
89 87 91 93 90 95 96 100
$0
$5
$10
$15
$20
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
Delivery date after 6 months
Delivery date within the next 6 months
Implied Average Days to Install
Service Activation Pipeline
11
($M)
1
2
12
$4.0 $4.5 $4.4
$1.4 $2.0 $1.7
$0.4
$0.3 $0.3
$5.8
$6.8 $6.4
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
$6.0
$7.0
$8.0
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
<12 Month Payback and Positive IRR >12 Month Payback and Positive IRR
Speculative Projects
Q1 Operational Highlights Cont.
$545 $515 $404
($227) ($253)
($134)
16 17 16 35 15 38 33 12
($450)
($250)
($50)
$150
$350
$550
$750
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
Contract Value Capex & Upfront Expenditures Payback Months
Contract Value vs. Capex on Bookings
($M)
continued strong bookings:
$6.4M in bookings is 3rd highest in history
~70% of bookings have <12 month payback
<5% associated with speculative projects
total contract value associated with bookings is
greater than 3x the capex committed
average payback of 12 months reflecting
attractive capital profile
Bookings Stratification
MR
R a
nd
MA
R
($M)
12
1
3
13
Q1 Commercial Highlights
13
Strong quarter of on-net follow-on sales
strong and consistent ZCC bookings
momentum
lower capex, leveraging network deployed on
large ZPI projects
weighted towards smaller, on-net sales
ZCC Bookings
MR
R a
nd M
AR
($M)
ZPI Bookings
($M)
ZPI bookings of $2.6M have 10 month
average payback, reflecting strong on-net
sales and few large, long payback
projects MR
R a
nd
MA
R
$2.7
$3.6 $3.7
11 14 14 13 15 12 13 14
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
Thousands
$2.9 $3.2
$2.6
21 21 18 62 17 67 59 10
$0.0
$1.0
$2.0
$3.0
$4.0
$5.0
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
Thousands
Payback months=
Payback months=
1
4
14
Q1 Commercial Highlights Cont.
14
Fortune 500 customer sale leveraging existing metro footprint
customer replacing lit network with more scalable, higher bandwidth solution
leveraged existing dark fiber infrastructure, minimizing capex
Existing Fiber
New Build
Existing Conduit
Legend
1
5
15
Q1 Commercial Highlights Cont.
15
UCHealth selects Zayo for holistic bandwidth infrastructure
comprehensive services, including colocation, waves and dark fiber
network enables technologically advanced delivery of healthcare, including real-time,
high-definition (HD) medicine
leverages existing Denver datacenters and dense (largely FTT funded) fiber footprint
Denver
Boulder
Ft. Collins
Colorado
Springs
1
6
16
Q1 Commercial Highlights Cont.
16
customer needed a nationwide dedicated high-bandwidth network to support growing
business requirements
zayo leveraged existing 100G wave backbone to meet aggressive delivery schedule
Legend Existing 100G Route
Fortune 500 customer deployment of nationwide 6x100g Wavelengths
1
7
17
Organizational Changes
17
Reorganizing strategic & reporting segments
Strategic
product
groups – no
change
zColo
Mobile
Infrastructure
Group
current
reporting
segments Physical Infrastructure
Metro &
Intercity
Dark Fiber
Cloud & Connectivity
Waves Ethernet IP Cloud Sonet
new reporting
segments
starting
FY16Q2
Dark Fiber Solutions Dave Jones
Colocation & Cloud
Infrastructure Greg Friedman
Network Connectivity Max Clauson
co-COO Chris Morley will manage the 3 reporting segments
co-COO Matt Erickson will manage Global Sales and Customer Success 1
1 Includes sales, solutions engineering, strategic markets and alliances, IT, tranzact, customer service and security
1
8
18
Viatel Pending Acquisition
~7,500 km intercity dark fiber-capable network
transforms Zayo’s Frankfurt-London-
Amsterdam-Paris network from leased to
owned fiber
>900 km of metro fiber in 14 markets including
Germany
bandwidth infrastructure product mix
~€95M enterprise value reflects inherent
“asset value” and high pre-synergy multiple
(36x)
post-synergy multiple (10.5x) expected to be
realized rapidly
signed on Nov 10; expected close by Dec 31
Transforms Zayo into pan-European bandwidth infrastructure provider
Ken desGarennes Chief Financial Officer
19
FY2015 Q4 Earnings Presentation
Q1 Financial Results
20 1 Pro-forma annualized growth for revenue and Adjusted EBITDA are calculated as if the acquisitions occurred on the first day of the quarter preceding the respective quarter in which the acquisitions closed 2 Sep-15 EPS is based on 243.0 million weighted average shares outstanding for the quarter; 245.2 million shares were outstanding on 9/30/15
($ in millions)
September 30, December 31, March 31, June 30, September 30,2014 2014 2015 2015 2015
Revenue
Zayo Cloud & Connectivity 160.5 162.1 166.8 172.1 176.6Zayo Physical Infrastructure 154.0 156.4 168.2 183.8 183.7Other 6.1 5.4 5.7 6.0 6.5Corporate/Intercompany Elimination 0.0 0.0 (0.0) 0.0 0.0
Zayo Group Holdings Revenue $320.6 $323.9 $340.7 $361.9 $366.8
Annualized revenue growth 32% 4% 21% 25% 5%
Pro-forma annualized revenue growth 1 7% 4% 6% 5% 5%
Operating income/(loss) (39.5) 97.1 56.7 54.7 52.1 Net Earnings/(loss) (110.5) 3.8 (53.7) 5.1 (15.2)EPS (basic and diluted) 0.02 (0.22) 0.02 (0.06)
EBITDA
Zayo Cloud & Connectivity 83.2 85.7 87.3 88.4 93.1Zayo Physical Infrastructure 98.4 102.9 110.5 121.2 120.6Other 1.4 1.2 1.2 1.3 1.7Corporate/Intercompany Elimination (0.0) (0.0) 0.1 (0.0) (0.0)
Zayo Group Holdings Adjusted EBITDA $183.0 $189.7 $199.0 $210.9 $215.4
Annualized Adjusted EBITDA growth 28% 15% 20% 24% 9%
Pro-forma annualized Adjusted EBITDA growth 1 16% 15% 10% 7% 9%
Adjusted EBITDA margin 57% 59% 58% 58% 59%
Three Months Ended2
FY2015 Q4 Earnings Presentation
Equity: Waiver & Buyback
21
Stockholder agreement waiver
waive restrictions on remaining 156M
shares
minimize long-term overhang and multiple
friction events
82.5M of current pre-waiver restricted
shares held by post-2009 investors and
management
associated volatility may cause shares to be
undervalued
will take advantage of market conditions to
buy back shares
Size authorized $500M
Term Six Months
public float/
unrestricted
89.0M
currently
restricted
156.2M 82.5M
post-2009
investors &
management
73.7M
pre-2009
investors
Share repurchase program
FY2015 Q4 Earnings Presentation
$123 $23 $20
$20 $27
$123.1
$42.9 $46.1
($50)
($25)
$0
$25
$50
$75
$100
$125
$150
Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15
Pre-IPO Plan Post-IPO RSU Dilution % Range
Equity: Stock-Based Comp
22
Performance oriented stock-based compensation
post-IPO RSU plans based primarily
on measured equity IRR and share
price performance
pre-IPO plan non-dilutive to current
shares outstanding
($M)
Stock Based Compensation
0.2%-
0.8%
0.2%-
0.9%
N/A
N/A
N/A
N/A
0.1%-
1.0% 0.1%-
0.7%
FY2015 Q4 Earnings Presentation
$326
$1,643
$1,430
$350
$0
$1,000
$2,000
$3,000
$4,000
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Balance Sheet
6.375% 6.000% 10.125% L+275
ample liquidity including ~$440M of revolver capacity
$1.1B of net operating loss carry
forwards
23
($M)
Interest Rate
Debt Schedule1
4.4x gross leverage
>75% fixed rate incl. rate swap
>50% is unsecured
1 Principal value; excludes capital lease obligations
($ in millions) September 30, September 30,
2014 2015
Consolidated Balance Sheet Data
Cash and cash equivalents 167 346Property and equipment, net 2,896 3,349Total assets 4,974 6,166Long-term debt and capital lease
including current portion 3,177 3,704Total Stockholders' equity 294 1,244
FY2015 Q4 Earnings Presentation
Consolidation
24 Note: Acquisitions shown on the Calendar Year in which the transactions were closed
remain active & opportunistic
CY15 consistent with historical pace of
acquisitions – Viatel signed &
scheduled to close before year-end
focused on fiber and datacenter targets
targeting both North America & Europe
ample debt capacity for additional deals
34 closed acquisitions totaling $4.6 billion
signed, pending close
For detailed Supplemental Earnings Information presentation, please visit:
investors.zayo.com
Q&A
reconciliations
27
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 Adjusted
EBITDA, Adjusted EBITDA Margin, unlevered free cash flow, adjusted unlevered free cash flow, levered free cash flow, adjusted funds from operations, and net
adjusted funds from operations.
Adjusted EBITDA is defined as earnings/(loss) from continuing operations before interest, income taxes, depreciation, and amortization (“EBITDA”) adjusted to
exclude acquisition or disposal-related transaction costs, losses on extinguishment of debt, stock-based compensation, unrealized foreign currency gains/ (losses)
on intercompany loans, and non-cash income/(loss) on equity and cost method investments. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by
revenue. Unlevered free cash flow is defined as Adjusted EBITDA minus purchases of property and equipment, net of stimulus grants. Adjusted unlevered free
cash flow is defined as Adjusted EBITDA minus purchases of property and equipment, net of stimulus grants, plus additions to deferred revenue, less non-cash
monthly amortized revenue. Levered free cash flow is defined as operating cash flow minus purchases of property and equipment, net of stimulus grants. Adjusted
funds from operations (“AFFO”) is defined as earnings/(loss) from continuing operations before depreciation and amortization, unrealized foreign currency
gains/(losses) on intercompany loans, stock-based compensation, acquisition or disposal-related transaction costs, losses on extinguishment of debt, non-cash
income/(loss) on equity and cost investments, non-cash monthly amortized revenue, less cash payments related to maintenance capital expenditures. Net AFFO
is defined as AFFO plus upfront customer payments from less than twelve month payback on net new sales less cash payments related to capital expenditures for
(i) less than twelve month payback on net new sales and (ii) network capacity. These measures are not measurements of our financial performance under GAAP
and should not be considered in isolation or as alternatives to net income, net cash flows provided by operating activities, total net cash flows or any other
performance measures derived in accordance with GAAP or as alternatives to net cash flows from operating activities or total net cash flows as measures of our
liquidity.
We use Adjusted EBITDA to evaluate our operating performance and liquidity, and we use levered free cash flow as a measure to evaluate cash generated
through normal operating activities. 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. In addition to these measures, we use levered free cash flow as a
measure to evaluate cash generated through normal operating activities. These metrics are among the primary measures used by management for planning and
forecasting future periods. We believe the presentation of 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 make it easier to compare our results with the results of other companies that have different financing and
capital structures. We believe that the presentation of levered free cash flow is relevant and useful to investors because it provides a measure of cash available to
pay the principal on our debt and pursue acquisitions of businesses or other strategic investments or uses of capital. We believe the presentation of AFFO and Net
AFFO is useful to investors by providing measures presented by certain datacenter and cellular tower REITs (and some non-REITs) with which we are sometimes compared.
27
28
Non-GAAP Financial Measures (cont.)
We also monitor Adjusted EBITDA because our subsidiaries have debt covenants that restrict their borrowing capacity that are based on a leverage ratio, which
utilizes a modified EBITDA, as defined in our credit agreement and the indentures governing our notes. The modified EBITDA is consistent with our definition of
Adjusted EBITDA; however, it includes the pro forma Adjusted EBITDA of and expected cost synergies from the companies acquired by us during the quarter for
which the debt compliance certification is due. Adjusted EBITDA results, along with the quantitative and qualitative information, are also utilized by management
and our Compensation Committee, as an input for determining incentive payments to employees.
Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, analysis of our results of operations and
operating cash flows 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 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.
Unlevered free cash flow and adjusted unlevered free cash flow have limitations as analytical tools and should not be considered in isolation from, or as a
substitute for, analysis of our results as reported under GAAP. For example, unlevered free cash flow:
- does not reflect changes in, or cash requirements for, our working capital needs;
- does not reflect the 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.
Levered free cash flow, AFFO, and Net AFFO have limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, analysis of
our results as reported under GAAP. For example, levered free cash flow, AFFO, and Net AFFO:
- does not reflect principal payments on debt;
- does not reflect principal payments on capital lease obligations;
- does not reflect dividend payments, if any; and
- does not reflect the cost of acquisitions.
28
29
Non-GAAP Financial Measures (cont.) Our computation of Adjusted EBITDA, unlevered free cash flow, adjusted unlevered free cash flow, levered free cash flow, AFFO, and Net AFFO may not be
comparable to other similarly titled measures computed by other companies because all companies do not calculate these measures in the same fashion.
Because we have acquired numerous entities since our inception and incurred transaction costs in connection with each acquisition, borrowed money in order to
finance our operations and acquisitions, and used capital and intangible assets in our business, and because the payment of income taxes is necessary if we
generate taxable income after the utilization of our net operating loss carryforwards, any measure that excludes these items has material limitations. As a result of
these limitations, these measures should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a
measure of our liquidity. See “Reconciliation of Non-GAAP Financial Measures” for a quantitative reconciliation of Adjusted EBITDA, AFFO, and Net AFFO to net
income/(loss) and for a quantitative reconciliation of unlevered free cash flow, adjusted unlevered free cash flow and levered free cash flow to net cash flows
provided by operating activities.
Annualized revenue and annualized Adjusted EBITDA are derived by multiplying the total revenue and Adjusted EBITDA, respectively, for the most recent
quarterly period by four. Our computations of annualized revenue and annualized Adjusted EBITDA may not be representative of our actual annual results.
Measures referred to as being calculated on a constant currency basis are intended to present the relevant information assuming a constant exchange rate
between the two periods being compared. Such metrics are calculated by applying the currency exchange rates used in the preparation of the prior period financial
results to the subsequent period results.
Tables reconciling such non-GAAP measures are included in the Historical Financial Data & Reconciliations section of this presentation. A glossary of terms used
throughout is available under the investor section of the Company’s website at http://www.zayo.com/investors.
29
FY2015 Q4 Earnings Presentation
Net (Loss)/Income to Adjusted EBITDA
30
($ in millions) Fiscal Year
2016
September 30, December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30,
2013 2013 2014 2014 Total 2014 2014 2015 2015 Total 2015
Net (loss)/income ($27.4) ($36.8) ($41.6) ($73.5) ($179.3) ($110.5) $3.8 ($53.7) $5.1 ($155.3) ($15.2)
Earnings/(loss) from discontinued operations (1.7) (0.8) (1.1) 1.3 (2.3) 0.0 0.0 0.0 0.0 0.0 0.0
Interest expense 51.5 50.3 49.1 52.6 203.5 46.9 53.4 60.7 53.0 214.0 53.8
Provision/(benefit) for income taxes 9.3 8.4 9.5 10.1 37.3 9.4 (4.4) (18.4) 4.6 (8.8) 2.7
Depreciation and amortization 81.0 81.7 84.2 91.3 338.2 96.0 96.9 100.1 113.2 406.2 117.1
Transaction costs 0.6 0.2 0.0 4.5 5.3 3.4 1.3 1.5 0.0 6.2 0.0
Stock-based compensation 42.9 57.0 65.2 88.6 253.7 123.1 (6.0) 40.7 42.9 200.7 46.1
Loss on extinguishment of debt 0.0 0.0 0.0 0.0 1.9 0.0 30.9 54.9 8.5 94.3 0.0
Foreign currency loss/(gain) on intercompany loans (0.6) (0.2) (0.1) (3.8) (4.7) 14.7 13.3 13.2 (16.8) 24.4 10.7
Non-cash loss on investments 0.0 1.9 0.0 0.0 0.0 0.0 0.5 0.0 0.4 0.9 0.2
Adjusted EBITDA, from continuing operations $155.6 $161.7 $165.2 $171.1 $653.6 $183.0 $189.7 $199.0 $210.9 $782.6 $215.4
Purchases of property and equipment 86.7 88.3 90.9 94.9 360.8 115.3 129.5 130.1 155.5 530.4 159.2
Unlevered Free Cash Flow $68.9 $73.4 $74.3 $76.2 $292.8 $67.7 $60.2 $68.9 $55.4 $252.2 $56.2
Fiscal Year
2014
Fiscal Year
2015
FY2015 Q4 Earnings Presentation
Segment Data Reconciliation
31
Net (Loss)/Earnings to Adjusted EBITDA
($ in millions)
Zayo Physical
Infrastructure
Zayo Cloud
and
Connectivity Zayo Other
Corporate /
Intercompany
Elimination
Zayo Group
Holdings
Net earnings/(loss) ($13.0) $10.9 $1.2 ($14.3) ($15.2)
Interest expense 34.4 18.6 0.0 0.8 53.8
Benefit for income taxes 0.0 0.0 0.0 2.7 2.7
Depreciation and amortization expense 75.6 41.0 0.5 0.0 117.1
Transaction costs 0.0 0.0 0.0 0.0 0.0
Stock-based compensation 23.4 22.7 0.0 0.0 46.1
Loss on extinguishment of debt 0.0 0.0 0.0 0.0 0.0
Foreign currency gain on intercompany loans 0.0 (0.1) 0.0 10.8 10.7
Non-cash loss on investments 0.2 0.0 0.0 0.0 0.2
Adjusted EBITDA $120.6 $93.1 $1.7 $0.0 $215.4
Three Months Ended September 30, 2015
FY2015 Q4 Earnings Presentation
Cash from Operating Activities to UFCF, Adjusted
UFCF & LFCF
32
($ in millions)Fiscal Year
2016
September 30, December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30,
2013 2013 2014 2014 2014 2014 2015 2015 2015
Net cash provided by continuing operating activities: $97.1 $142.3 $159.0 $168.1 $118.2 $123.7 $168.5 $195.0 $195.2
Cash paid for income taxes 0.5 0.6 1.6 3.0 8.7 2.1 1.9 1.8 4.7
Cash paid for interest, net of capitalized interest 75.0 16.8 68.4 15.2 73.6 71.1 32.2 14.3 29.3
Non-liquidating distribution to common unit holders 0.0 10.0 3.0 9.1 0.0 0.0 0.0 0.0 0.0
Excess tax benefit from stock-based compensation 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 7.9
Transaction costs 0.6 0.2 0.0 4.5 3.5 1.3 1.5 0.0 0.0
Provision for bad debts (0.4) (0.4) (0.8) (0.3) (0.6) (0.3) (0.4) (0.6) (0.6)
Additions to deferred revenue (24.0) (23.4) (65.2) (51.2) (43.2) (40.9) (39.5) (25.5) (49.7)
Amortization of deferred revenue 12.6 13.6 14.2 15.2 17.3 17.3 18.3 19.2 20.4
Other changes in operating assets and liabilities (5.8) 2.0 (15.0) 7.5 5.5 15.4 16.5 6.7 8.2
Adjusted EBITDA 155.6 161.7 165.2 171.1 183.0 189.7 199.0 210.9 215.4
Purchases of property and equipment (86.7) (88.3) (90.9) (94.9) (115.3) (129.5) (130.1) (155.5) (159.2)
Unlevered Free Cash Flow 68.9 73.4 74.3 76.2 67.7 60.2 68.9 55.4 56.2
Additions to deferred revenue 24.0 23.4 65.7 51.2 43.2 40.9 39.5 25.5 49.7
Amortization of deferred revenue (12.6) (13.6) (14.2) (15.2) (17.3) (17.3) (18.3) (19.2) (20.4)
Adjusted Unlevered Free Cash Flow $80.3 $83.2 $125.8 $112.2 $93.7 $83.8 $90.1 $61.7 $85.5
Reconciliation of levered free cash flow:
Net cash provided by continuing operating activities: $97.1 $142.3 $159.0 $168.1 $118.2 $123.7 $168.5 $195.0 $195.2
Purchases of property and equipment ($86.7) ($88.3) ($90.9) ($94.9) ($115.3) ($129.5) ($130.1) ($155.5) ($159.2)
Levered free cash flow: $10.4 $54.0 $68.1 $73.2 $2.9 ($5.8) $38.4 $39.5 $36.0
Fiscal Year
2014
Fiscal Year
2015
FY2015 Q4 Earnings Presentation
AFFO & Net AFFO Reconciliation
33
($ in millions)2016
September 30, December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30,
2013 2013 2014 2014 Total 2014 2014 2015 2015 Total 2015
Earnings/(loss) from continuing operations ($29.1) ($37.6) ($42.7) ($72.2) ($181.6) ($110.5) $3.8 ($53.7) $5.1 ($155.3) ($15.2)
Depreciation and Amortization Expense $81.0 $81.7 $84.2 $91.3 $338.2 $96.0 $96.9 $100.1 $113.2 $406.2 $117.1
Foreign currency loss/(gain) on intercompany loans (0.6) (0.2) (0.1) (3.8) (4.7) 14.6 13.4 13.2 (16.8) 24.4 10.7
Stock-based compensation 42.9 57.0 65.2 88.5 253.6 123.1 (6.0) 40.7 42.9 200.7 46.1
Transaction costs 0.6 0.2 0.0 4.5 5.3 3.5 1.2 1.5 0.0 6.2 0.0
Loss on extinguishment of debt 0.0 1.9 0.0 0.0 1.9 0.0 30.9 54.9 8.5 94.3 0.0
Non-cash loss on investments 0.0 0.0 0.0 0.0 0.0 0.0 0.5 0.0 0.4 0.9 0.2
Amortization of deferred revenue (12.6) (13.6) (14.2) (15.2) (55.6) (17.3) (17.3) (18.3) (19.2) (72.1) (20.4)
Maintenance capital expenditures (5.1) (4.9) (4.9) (5.2) (20.1) (5.7) (5.7) (5.8) (7.5) (24.7) (7.0)
AFFO 77.2 84.5 87.5 87.9 337.0 103.7 117.7 132.6 126.6 480.6 131.5
Upfront customer payments on <12 mo payback of new sales 32.7 48.2 32.7 45.1 158.7 25.3 18.8 68.2 37.0 149.3 55.1
Capital expenditures for <12 mo payback net new sales (24.4) (44.1) (14.5) (39.4) (122.7) (45.4) (17.8) (50.6) (25.9) (139.7) (36.8)
Capital expenditures for network capacity (15.7) (17.4) (20.0) (23.8) (76.9) (20.6) (33.7) (42.7) (21.5) (118.5) (22.8)
Net AFFO $69.9 $71.2 $85.7 $69.8 $296.2 $63.0 $85.0 $107.5 $116.2 $371.7 $127.0
2014 2015