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8-K/A - 8-K/A - ZAYO GROUP LLC | d439333d8ka.htm |
Exhibit 99.1
FiberGate Holdings, Inc. and Subsidiary
Consolidated Financial Statements
FIBERGATE HOLDINGS, INC. & SUBSIDIARY
INDEX
Page | ||||
Report of Independent Auditors |
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Consolidated Balance Sheets as of June 30, 2012, December 31, 2011 and 2010 |
F-2 | |||
Consolidated Statements of Income for the six months ended June 30, 2012 and 2011 and the years ended December 31, 2011 and 2010 |
F-3 | |||
Consolidated Statements of Stockholders Equity for the six months ended June 30, 2012 and the years ended December 31, 2011 and 2010 |
F-4 | |||
Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011 and the years ended December 31, 2011 and 2010 |
F-5 | |||
Notes to Consolidated Financial Statements |
F-6 |
INDEPENDENT AUDITORS REPORT
To the Board of Directors
Fibergate Holdings, Inc.
Alexandria, Virginia
We have audited the consolidated balance sheets of Fibergate Holdings, Inc. and subsidiary as of December 31, 2011 and 2010, and the related consolidated statements of income, stockholders equity, and cash flows for the years then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fibergate Holdings, Inc. and Subsidiary of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Winchester, Virginia
March 27, 2012
FIBERGATE HOLDINGS, INC. & SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
June 30, 2012 |
December 31, 2011 |
December 31, 2010 |
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(Unaudited) | (Audited) | |||||||||||
Assets |
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Current Assets |
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Cash and cash equivalents |
$ | 3,179,818 | $ | 4,596,923 | $ | 2,044,155 | ||||||
Accounts receivable |
1,422,640 | 1,046,914 | 2,058,565 | |||||||||
Deposits |
148,750 | 176,894 | 181,843 | |||||||||
Prepaid income taxes |
199,272 | 1,738,662 | 457,261 | |||||||||
Prepaid expenses |
175,020 | 305,822 | 196,481 | |||||||||
Deferred income taxes |
457,166 | 699,372 | 652,776 | |||||||||
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Total current assets |
5,582,666 | 8,564,587 | 5,591,081 | |||||||||
Property and equipment |
35,063,564 | 33,002,706 | 27,928,359 | |||||||||
Accumulated depreciation |
(13,313,554 | ) | (11,801,519 | ) | (9,481,283 | ) | ||||||
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Property and equipment, net |
21,750,010 | 21,201,187 | 18,447,076 | |||||||||
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Total Assets |
$ | 27,332,676 | $ | 29,765,774 | $ | 24,038,157 | ||||||
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Liabilities and Stockholders Equity |
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Current Liabilities |
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Accounts payable |
$ | 428,717 | $ | 158,076 | $ | 303,518 | ||||||
Accrued expenses |
233,894 | 589,644 | 326,904 | |||||||||
Deferred lease income |
372,298 | 378,152 | 274,247 | |||||||||
Other current liabilities |
268,294 | 294,742 | 71,135 | |||||||||
Deferred installation revenue, current portion |
1,626,850 | 1,694,063 | 1,502,980 | |||||||||
Notes payable, current portion |
| 1,305,061 | 2,003,627 | |||||||||
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Total current liabilities |
2,930,053 | 4,419,738 | 4,482,411 | |||||||||
Deferred installation revenue, less current portion |
2,108,765 | 1,992,574 | 2,700,662 | |||||||||
Deferred income taxes |
3,052,302 | 3,444,835 | 615,348 | |||||||||
Notes payable, less current portion |
| 3,071,902 | 2,623,738 | |||||||||
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Total liabilities |
8,090,120 | 12,929,049 | 10,422,159 | |||||||||
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Stockholders Equity |
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Common stock |
181,623 | 181,623 | 184,783 | |||||||||
Additional paid-in capital |
1,281,765 | 1,214,131 | 1,149,725 | |||||||||
Retained earnings |
17,779,168 | 15,440,971 | 12,281,490 | |||||||||
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19,242,556 | 16,836,725 | 13,615,998 | ||||||||||
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Total Liabilities and Stockholders Equity |
$ | 27,332,676 | $ | 29,765,774 | $ | 24,038,157 | ||||||
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The accompanying notes are an integral part of these consolidated financial statements.
F-2
FIBERGATE HOLDINGS, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
For the Six Months Ended June 30, |
For the Year Ended December 31, |
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2012 | 2011 | 2011 | 2010 | |||||||||||||
(Unaudited) | (Audited) | |||||||||||||||
Revenue |
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Lease revenue |
$ | 6,647,755 | $ | 5,818,052 | $ | 12,158,440 | $ | 10,627,382 | ||||||||
Installation revenue |
1,016,226 | 843,860 | 1,904,858 | 1,781,877 | ||||||||||||
Other revenue |
35,009 | 168,534 | 89,550 | 38,400 | ||||||||||||
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Total revenue |
7,698,990 | 6,830,446 | 14,152,848 | 12,447,659 | ||||||||||||
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Direct Costs |
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Direct labor |
312,913 | 306,512 | 616,083 | 593,855 | ||||||||||||
Lease maintenance costs |
248,784 | 174,932 | 431,716 | 386,355 | ||||||||||||
Lease costssubcontracted leases |
195,519 | 113,402 | 256,849 | 401,650 | ||||||||||||
Access fees |
123,360 | 123,361 | 246,721 | 244,006 | ||||||||||||
Other |
16,680 | 51,619 | 81,995 | 91,104 | ||||||||||||
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Total direct costs |
897,256 | 769,826 | 1,633,364 | 1,716,970 | ||||||||||||
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Gross profit |
6,801,734 | 6,060,620 | 12,519,484 | 10,730,689 | ||||||||||||
Depreciation |
1,512,035 | 1,083,115 | 2,325,840 | 1,948,163 | ||||||||||||
Selling, General and Administrative Expenses |
1,334,865 | 1,049,451 | 2,118,375 | 1,996,539 | ||||||||||||
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Income from operations |
3,954,834 | 3,928,054 | 8,075,269 | 6,785,987 | ||||||||||||
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Other Income (Expense) |
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Interest income |
8,587 | 10,227 | 18,489 | 14,725 | ||||||||||||
Interest expense |
(49,364 | ) | (75,927 | ) | (146,659 | ) | (57,480 | ) | ||||||||
Other expense, net |
(17,062 | ) | | | | |||||||||||
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Total other expense |
(57,839 | ) | (65,700 | ) | (128,170 | ) | (42,755 | ) | ||||||||
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Income before income tax expense |
3,896,995 | 3,862,354 | 7,947,099 | 6,743,232 | ||||||||||||
Income Tax Expense |
1,558,798 | 1,549,000 | 3,262,099 | 2,672,130 | ||||||||||||
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Net income |
$ | 2,338,197 | $ | 2,313,354 | $ | 4,685,000 | $ | 4,071,102 | ||||||||
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The accompanying notes are an integral part of these consolidated financial statements.
F-3
FIBERGATE HOLDINGS, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
Common Stock | Capital in Excess of Par |
Retained Earnings |
Total | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance, December 31, 2009 |
18,230,000 | $ | 182,300 | $ | 1,061,973 | $ | 9,210,945 | $ | 10,455,218 | |||||||||||
Net income |
| | | 4,071,102 | 4,071,102 | |||||||||||||||
Stock compensation expense |
| | 35,344 | | 35,344 | |||||||||||||||
Stock issued upon exercise of options |
288,333 | 2,883 | 52,408 | | 55,291 | |||||||||||||||
Repurchase of stock |
(40,000 | ) | (400 | ) | | (74,640 | ) | (75,040 | ) | |||||||||||
Dividends paid |
| | | (925,917 | ) | (925,917 | ) | |||||||||||||
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Balance, December 31, 2010 |
18,478,333 | 184,783 | 1,149,725 | 12,281,490 | 13,615,998 | |||||||||||||||
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Net income |
| | | 4,685,000 | 4,685,000 | |||||||||||||||
Stock compensation expense |
| | 60,256 | | 60,256 | |||||||||||||||
Stock issued upon exercise of options |
20,000 | 200 | 4,150 | | 4,350 | |||||||||||||||
Repurchase of stock |
(336,039 | ) | (3,360 | ) | | (799,827 | ) | (803,187 | ) | |||||||||||
Dividends paid |
| | | (725,692 | ) | (725,692 | ) | |||||||||||||
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Balance, December 31, 2011 |
18,162,294 | 181,623 | 1,214,131 | 15,440,971 | 16,836,725 | |||||||||||||||
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(unaudited) | ||||||||||||||||||||
Net income |
| | | 2,338,197 | 2,338,197 | |||||||||||||||
Stock compensation expense |
| | 67,634 | | 67,634 | |||||||||||||||
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Balance, June 30, 2012 |
18,162,294 | $ | 181,623 | $ | 1,281,765 | $ | 17,779,168 | $ | 19,242,556 | |||||||||||
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The accompanying notes are an integral part of these consolidated financial statements.
F-4
FIBERGATE HOLDINGS, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, |
For the Year Ended December 31, |
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2012 | 2011 | 2011 | 2010 | |||||||||||||
(Unaudited) | (Audited) | |||||||||||||||
Revenue |
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Cash Flows from Operating Activities |
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Net income |
$ | 2,338,197 | $ | 2,313,354 | $ | 4,685,000 | $ | 4,071,102 | ||||||||
Adjustment to reconcile net income to net cash provided by operating activities |
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Depreciation |
1,512,035 | 1,083,115 | 2,325,840 | 1,948,163 | ||||||||||||
Deferred taxes |
(150,327 | ) | (369,977 | ) | 2,782,891 | 1,108,849 | ||||||||||
Stock compensation expense |
67,634 | 30,128 | 60,256 | 35,344 | ||||||||||||
Changes in assets and liabilities |
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Accounts receivable |
(375,727 | ) | 824,422 | 1,011,651 | (562,647 | ) | ||||||||||
Deposits |
28,144 | 35,949 | 4,949 | (46,144 | ) | |||||||||||
Prepaid income taxes |
1,539,390 | 457,261 | (1,281,401 | ) | (323,684 | ) | ||||||||||
Prepaid expenses |
130,802 | (182,649 | ) | (109,341 | ) | (4,116 | ) | |||||||||
Accounts payable |
270,640 | 289,615 | (145,442 | ) | 162,090 | |||||||||||
Accrued expenses |
(355,090 | ) | 385,270 | 262,740 | (21,287 | ) | ||||||||||
Deferred lease income |
(5,854 | ) | (92,706 | ) | 103,905 | 130,868 | ||||||||||
Deferred installation revenue |
47,980 | (242,515 | ) | (517,005 | ) | (1,107,817 | ) | |||||||||
Other current liabilities |
(27,108 | ) | (64,584 | ) | 223,607 | (14,556 | ) | |||||||||
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Net cash provided by operating activities |
5,020,716 | 4,466,683 | 9,407,650 | 5,376,165 | ||||||||||||
Cash Flows from Investing Activities |
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Purchases of property and equipment |
(2,060,858 | ) | (3,236,795 | ) | (5,079,951 | ) | (7,951,321 | ) | ||||||||
Cash Flows from Financing Activities |
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Payments on notes payable |
(4,376,963 | ) | (65,680 | ) | (1,059,898 | ) | (1,399,394 | ) | ||||||||
Proceeds from notes payable |
| 809,496 | 809,496 | 4,698,936 | ||||||||||||
Repurchase of common stock |
| | (803,187 | ) | (75,040 | ) | ||||||||||
Dividends paid |
| | (725,692 | ) | (925,917 | ) | ||||||||||
Proceeds from stock options exercised |
| | 4,350 | 55,291 | ||||||||||||
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Net cash (used in)/provided by financing activities |
(4,376,963 | ) | 743,816 | (1,774,931 | ) | 2,353,876 | ||||||||||
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Net (decrease)/increase in cash |
(1,417,105 | ) | 1,973,704 | 2,552,768 | (221,280 | ) | ||||||||||
Cash |
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Beginning of year |
4,596,923 | 2,044,155 | 2,044,155 | 2,265,435 | ||||||||||||
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End of year |
$ | 3,179,818 | $ | 4,017,859 | $ | 4,596,923 | $ | 2,044,155 | ||||||||
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The accompanying notes are an integral part of these consolidated financial statements.
F-5
FIBERGATE HOLDINGS, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Fibergate Holdings, Inc. is a privately held, C corporation, which was incorporated in the Commonwealth of Virginia in June 2006. It previously operated as FiberGate, Inc. which was incorporated in May 1995 and is now a wholly-owned subsidiary of Fibergate Holdings, Inc. The Company leases dark (unlit) fiber optic cable lines for dedicated, high-speed data communications to customers throughout the metropolitan Washington, D.C./Baltimore, Maryland area. The Company currently owns and maintains approximately 650 miles of fiber optic lines representing approximately 130,000 fiber miles in D.C., Maryland and Virginia.
The majority of the Companys customers are agencies of the federal government (approximately 60%), with the remainder evenly divided between enterprises and communications carriers.
A summary of the Companys significant accounting policies follows:
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary after elimination of all significant intercompany accounts and transactions.
Basis of Accounting
The Companys policy is to prepare its financial statements on the accrual basis of accounting, with revenue being recognized when earned and expenses being recognized when the obligation is incurred.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The majority of the revenue is for the lease and maintenance of dedicated fiber lines which are leased on a monthly basis over contractual terms of generally three to five years and are recognized in the month in which it is earned. Nearly all customers renew their leases annually after the initial contract term. Customers are also often charged a one-time, up-front fee for the installation of fiber lines to be leased to them over the contract term. Such charges vary depending on the cost and magnitude of the installation.
| Installation revenue Revenue for installations is generally deferred when billed and is then recognized over a five-year period beginning with the commencement of the lease. The five-year period approximates the standard lease term. Smaller amounts billed to customers for connection charges or line relocation charges are recognized immediately as current period revenue. |
| Lease revenue Revenue for leases is recognized in the month in which it is earned. Leases billed in advance (e.g., annual contracts) are recorded as deferred lease income and subsequently recognized on a monthly basis as earned. |
F-6
FIBERGATE HOLDINGS, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash Equivalents
The Company considers all highly-liquid instruments with original maturities of three months or less to be cash equivalents.
Accounts Receivable
Trade receivables are stated at original contract amount less an estimate for doubtful receivables based on a review of outstanding amounts at the end of the year. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables. There was no reserve for doubtful accounts recorded by management as of December 31, 2011 and 2010. There was no bad debt expense for the years ended December 31, 2011 and 2010.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is computed using the straight-line method over useful lives of three to ten years, as follows:
Description |
Useful Life | |
Furniture and fixtures |
5 years | |
Vehicles |
5 years | |
Machinery and equipment |
5 years | |
Computers and software |
3 years | |
Fiber network |
10 years | |
Leasehold improvements |
Lease term |
Fair Value of Financial Instruments
The carrying amounts of the Companys financial instruments approximate their fair value.
Income Taxes
The Company accounts for income taxes under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed.
NOTE 2. CASH BALANCES
The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.
F-7
FIBERGATE HOLDINGS, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. PROPERTY AND EQUIPMENT
The components of property and equipment as of December 31, 2011 and 2010 are as follows:
2011 | 2010 | |||||||
Furniture and fixtures |
$ | 7,604 | $ | 5,603 | ||||
Vehicles |
207,765 | 207,765 | ||||||
Machinery and equipment |
144,047 | 136,771 | ||||||
Computers and software |
29,731 | 20,435 | ||||||
Fiber network |
30,858,995 | 23,078,867 | ||||||
Leasehold improvements |
6,295 | | ||||||
Construction in progress |
1,748,269 | 4,478,918 | ||||||
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Total property, plant and equipment |
33,002,706 | 27,928,359 | ||||||
Accumulated depreciation |
(11,801,519 | ) | (9,481,283 | ) | ||||
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Net property and equipment |
$ | 21,201,187 | $ | 18,447,076 | ||||
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Depreciation expense for the years ended December 31, 2011 and 2010 was $2,325,840 and $1,948,163, respectively. Construction in progress is not depreciated until the asset is placed in service.
NOTE 4. NOTES PAYABLE
Notes payable consist of the following as of December 31, 2011 and 2010:
2011 | 2010 | |||||||
$4.0 million Term Note agreement with TD Bank signed July 30, 2010 for expansion to Baltimore, MD. The annual interest rate is 3.25% above the monthly LIBOR rate (3.46% at December 31, 2011). Principal payments began May 31, 2011 and are based on a 60-month amortization schedule. Additional principal payments up to $596,000, based on excess cash flow, are due on a semi-annual basis. |
$ | 3,466,667 | $ | 3,474,878 | ||||
Note payable to vendor for the purchase and installation of fiber conduit. Original note amount per contract in March 2011 was $482,436, with the balance payable in 36 equal monthly installments of $13,401. The note carries 0% stated interest. |
375,228 | | ||||||
Note payable to vendor for the purchase and installation of fiber conduit. Original note amount per contract in March 2011 was $327,060, with the balance payable in 36 equal monthly installments of $9,085. The note carries 0% stated interest. |
254,380 | | ||||||
Note payable to vendor for the purchase and installation of fiber conduit. Original note amount per contract in January 2010 was $612,058, with the balance payable in 36 equal monthly installments of $17,001. The note carries 0% stated interest. |
221,021 | 425,040 | ||||||
Note payable to vendor for the purchase and installation of fiber conduit. Original note amount per contract in March 2009 was $163,800, with the balance payable in 36 equal monthly installments of $4,550. The note carries 0% stated interest. |
13,650 | 68,250 | ||||||
Note payable to vendor for the purchase and installation of fiber conduit. Original note amount per contract in October 2008 was $282,607, with the balance payable in 36 equal monthly installments of $7,850. The note was paid in full in 2011. |
| 94,202 | ||||||
Note payable with a shareholder and director of the Company. Note originated in September 2010 in the amount of $612,000, bearing interest at a rate of 6.25% per year. The note was paid in full December 2011. |
| 501,087 | ||||||
Auto loan, 1.9% interest, payments of $689 for 60 months commencing August 2009. |
20,366 | 28,639 | ||||||
Auto loan, non-interest bearing, payments of $802 for 60 months commencing September 2009. |
25,651 | 35,269 | ||||||
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$ | 4,376,963 | $ | 4,627,365 | |||||
Less: current portion |
(1,305,061 | ) | (2,003,627 | ) | ||||
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$ | 3,071,902 | $ | 2,623,738 | |||||
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F-8
FIBERGATE HOLDINGS, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Aggregate maturities of notes payable are as follows:
Year ending December 31, |
Amount | |||
2012 |
$ | 1,305,061 | ||
2013 |
1,104,539 | |||
2014 |
900,707 | |||
2015 |
800,004 | |||
2016 |
266,652 | |||
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$ | 4,376,963 | |||
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The Company made cash payments for interest expense of $146,659 and $57,480 for the years ended December 31, 2011 and 2010.
NOTE 5. DEFERRED INSTALLATION REVENUE
Revenue for installations is generally deferred when billed and is then recognized over a five-year period, beginning with the commencement of the lease term. Smaller amounts billed to customers for connection charges or line relocation charges are recognized immediately as current period revenue.
The following is a breakdown of the billings for these services, the amounts deferred and the revenue recognized during 2011 and 2010.
Amounts billed to customers for such costs during 2011 and 2010 were as follows:
2011 | 2010 | |||||||
Installation billings deferred |
$ | 1,083,772 | $ | 606,860 | ||||
Billings recognized as revenue in current period |
304,081 | 139,200 | ||||||
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Total billings for installations and connections |
$ | 1,387,853 | $ | 746,060 | ||||
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Deferred installation revenue activity for 2011 and 2010 was as follows:
2011 | 2010 | |||||||
Beginning balance as of January 1 |
$ | 4,203,642 | $ | 5,311,459 | ||||
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Installation billings deferred |
1,083,772 | 606,860 | ||||||
Installation cancellation |
| (72,000 | ) | |||||
Deferred revenue recognized |
(1,600,777 | ) | (1,642,677 | ) | ||||
Net activity for the period |
(517,005 | ) | (1,107,817 | ) | ||||
|
|
|
|
|||||
Ending balance as of December 31 |
$ | 3,686,637 | $ | 4,203,642 | ||||
|
|
|
|
Installation revenue earned as reported for 2011 and 2010 was as follows:
2011 | 2010 | |||||||
Deferred revenue recognized |
$ | 1,600,777 | $ | 1,642,677 | ||||
Billings recognized as revenue in current period |
304,081 | 139,200 | ||||||
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|
|
|
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Total installation revenue earned |
$ | 1,904,858 | $ | 1,781,877 | ||||
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|
|
F-9
FIBERGATE HOLDINGS, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6. INCOME TAX MATTERS
Net deferred tax assets (liabilities) consist of the following components as of December 31, 2011 and 2010:
2011 | 2010 | |||||||
Deferred tax assets: |
||||||||
Deferred revenue |
$ | 1,511,521 | $ | 1,723,493 | ||||
Accruals for expenses |
4,807 | 36,554 | ||||||
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|
|
|
|||||
1,516,328 | 1,760,047 | |||||||
|
|
|
|
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Deferred tax liabilities: |
||||||||
Property and equipment |
(4,261,791 | ) | (1,722,619 | ) | ||||
|
|
|
|
|||||
$ | (2,745,463 | ) | $ | 37,428 | ) | |||
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|
The deferred tax amounts mentioned above have been classified on the accompanying balance sheets as of December 31, 2011 and 2010 as follows:
2011 | 2010 | |||||||
Current assets |
$ | 699,372 | $ | 652,776 | ||||
Non-current liabilities |
(3,444,835 | ) | (615,348 | ) | ||||
|
|
|
|
|||||
$ | (2,745,463 | ) | $ | 37,428 | ||||
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|
The provision for income taxes charged to operations for the years ended December 31, 2011 and 2010, consists of the following:
2011 | 2010 | |||||||
Current tax expense |
$ | 479,208 | $ | 1,563,281 | ||||
Deferred tax expense |
2,782,891 | 1,108,849 | ||||||
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|
|
|||||
$ | 3,262,099 | $ | 2,672,130 | |||||
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|
|
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income the years ended December 31, 2011 and 2010, due to the following:
2011 | 2010 | |||||||
Computed expected tax expense |
$ | 2,781,485 | $ | 2,360,131 | ||||
Increase (decrease) in income taxes resulting from: |
||||||||
Nondeductible expenses |
64,564 | 42,607 | ||||||
State income taxes, net of federal tax benefit |
496,772 | 464,677 | ||||||
Tax credits and other |
(80,722 | ) | (195,285 | ) | ||||
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|
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$ | 3,262,099 | $ | 2,672,130 | |||||
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|
The Company made cash payments of approximately $1,750,000 and $1,867,000 for income taxes during the years ended December 31, 2011 and 2010, respectively.
The Financial Accounting Standards Board issued new guidance on accounting for uncertainty in income taxes. Management evaluated the Companys tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. With few exceptions, the Company is no longer subject to income tax examinations by the U.S. federal, state or local tax authorities for years before 2008.
F-10
FIBERGATE HOLDINGS, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7. 401(k) PLAN
The Company maintains a Defined Contribution 401(k) Profit Sharing Plan (the 401(k) Plan) for all full-time employees who have worked with the Company for a minimum of six months. Participants make voluntary contributions to the 401(k) Plan up to the maximum amount allowable by law. The Company matches an employees contribution up to a maximum of five percent of base salary. All employer contributions are vested immediately with the participant. The Company contributed $62,501 and $59,819 for the years ended December 31, 2011 and 2010, respectively.
NOTE 8. STOCK-BASED COMPENSATION
The Company maintains a stock option plan (Fibergate Holdings, Inc. Amended and Restated Stock Option Plan the Plan) under which shares of common stock of the Company are reserved for grants to employees, directors or affiliates of the Company. Under the Plan, the Company has granted incentive stock options to key individuals in accordance with Section 422 of the IRS Code. The exercise price per share of each option equals the fair market value, as determined, of the Companys common stock on the date of the grant. Options vest ratably over a period of three years and are exercisable over a ten-year period, except in the case of individuals who own greater than ten percent of the Company, in which case options are exercisable over a five-year period. In the event a change in control of the Company, as defined, all options become fully vested and immediately exercisable.
The compensation cost that has been charged against income for the Plan was $60,256 and $35,344 for the years ended December 31, 2011 and 2010, respectively.
The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses the assumptions noted in the following table. The Company uses historical volatility data for expected volatility and estimates the expected term of its stock options based on the historical life of the Companys options. The expected term represents an estimated of the time options are expected to remain outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. treasury yield curve in effect at the time of the grant.
2011 | 2010 | |||||||
Expected annual dividend yield |
1.7 | % | 2.4 | % | ||||
Expected volatility |
36.5 | % | 36.4 | % | ||||
Risk-free rate of return |
2.8 | % | 2.4 | % | ||||
Expected option term (years) |
8.0 | 8.0 |
A summary of option activity under the Plan as of and for the years ended December 31, 2011 and 2010 is as follows:
Shares | Weighted Average Exercise Price |
Weighted Average Remaining Term |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding as of January 1, 2010 |
1,110,000 | $ | 0.35 | 2.92 | $ | 1,187,150 | ||||||||||
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|
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Granted |
100,000 | 2.10 | ||||||||||||||
Exercised |
(288,333 | ) | 0.19 | |||||||||||||
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|
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Outstanding as of December 31, 2010 |
921,667 | 0.59 | 4.61 | $ | 1,185,289 | |||||||||||
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|
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Granted |
125,000 | 2.39 | ||||||||||||||
Exercised |
(20,000 | ) | 0.22 | |||||||||||||
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|
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Outstanding as of December 31, 2011 |
1,026,667 | $ | 0.82 | 5.23 | $ | 1,615,575 | ||||||||||
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|
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Vested as of December 31, 2011 |
801,667 | $ | 0.45 | 4.24 | $ | 1,555,742 | ||||||||||
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Exercisable as of December 31, 2011 |
801,667 | $ | 0.45 | 4.24 | $ | 1,555,742 | ||||||||||
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|
The weighted average grant-date fair value of options granted during the years ended December 31, 2011 and 2010 was $0.88 and $0.72, respectively. The total intrinsic value of options exercised during the years ended December 31, 2011 and 2010 was $43,450 and $602,968, respectively.
F-11
FIBERGATE HOLDINGS, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2011, there was $121,419 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.0 years.
NOTE 9. COMMITMENTS
The Company leases its main headquarters office space at a rate of $1,600 per month and had a one-year lease agreement, which expired in 2010. Effective January 1, 2011, the Company entered into a two-year lease for the premises at the same rate with an option for an additional two years.
The Company also entered into a lease in December 2010 for additional office space next to its existing premises for $1,500 per month for two years with an option for an additional two years at $1,600 per month.
In addition, the Company leases certain facilities for fiber connection locations (cabinet or cage space) also known as co-location facilities through which portions of the Companys fiber optic cable network pass. The co-location or connection facilities are operating lease arrangements of generally one to five years.
The Company also leases small storage facilities under month-to-month rental arrangements.
Future minimum lease payments required under these operating leases for subsequent years are as follows:
Years ending December 31, |
Amount | |||
2012 |
$ | 70,416 | ||
2013 |
29,528 | |||
2014 |
27,528 | |||
2015 |
26,125 | |||
2016 |
19,107 | |||
Thereafter |
73,244 |
Rent expense for the years ended December 31, 2011 and 2010 was approximately $104,000 and $80,000, respectively.
NOTE 10. SUBSEQUENT EVENTS
On June 4, 2012, the Company entered into an Agreement and Plan of Merger with Zayo Group, LLC. On August 31, 2012, the closing of the transaction contemplated by the Agreement occurred, pursuant to which Zayo Group, LLC acquired 100% of the outstanding equity interest in the Company for a purchase price of $117,000,000, subject to certain post-closing adjustment. The acquisition was funded with cash on hand.
F-12