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EX-32 - EX-32 - Zayo Group Holdings, Inc.zayo-20170331xex32.htm
EX-31.2 - EX-31.2 - Zayo Group Holdings, Inc.zayo-20170331ex312fd0f42.htm
EX-31.1 - EX-31.1 - Zayo Group Holdings, Inc.zayo-20170331ex31170a7c1.htm
EX-10.3 - EX-10.3 - Zayo Group Holdings, Inc.zayo-20170331ex103615ac3.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36690


Zayo Group Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)


 

 

 

 

DELAWARE

 

26-1398293

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1805 29th Street, Suite 2050,

Boulder, CO 80301

(Address of Principal Executive Offices)

(303) 381-4683

(Registrant’s Telephone Number, Including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

 

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

☐  (Do not check if a smaller reporting company)

 

Smaller reporting company

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No   ☒

The number of outstanding shares of common stock of Zayo Group Holdings, Inc. as of May 8, 2017, was 245,752,049 shares.

 

 


 

ZAYO GROUP HOLDINGS, INC. AND SUBSIDIARIES

INDEX

 

 

 

 

 

   

Page

Part I. FINANCIAL INFORMATION 

 

 

Item 1. Financial Statements (Unaudited) 

 

1

Condensed Consolidated Balance Sheets as of  March 31, 2017 and June 30, 2016 

 

1

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2017 and 2016 

 

2

Condensed Consolidated Statements of Comprehensive Income/ (Loss) for the Three and Nine Months Ended March 31, 2017 and 2016 

 

3

Condensed Consolidated Statement of Stockholders’ Equity for the Nine Months Ended March 31, 2017  

 

4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2017 and 2016 

 

5

Notes to Condensed Consolidated Financial Statements 

 

6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

29

Item 3. Quantitative and Qualitative Disclosures about Market Risk 

 

49

Item 4. Controls and Procedures 

 

50

Part II. OTHER INFORMATION 

 

 

Item 1. Legal Proceedings 

 

51

Item 1A. Risk Factors 

 

51

Item 6. Exhibits 

 

52

Signatures 

 

53

 

 

 


 

ZAYO GROUP HOLDINGS, INC. AND SUBSIDIARIES

 

PART I. FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS (UNAUDITED)

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions, except share amounts)

 

 

 

 

 

 

 

 

    

 

 

    

 

 

 

 

March 31,
2017

    

June 30,
2016

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

198.4

 

$

170.7

Trade receivables, net of allowance of $8.6 and $7.5 as of March 31, 2017 and June 30, 2016, respectively

 

 

189.7

 

 

148.4

Prepaid expenses

 

 

72.4

 

 

68.8

Other assets

 

 

36.7

 

 

9.2

Total current assets

 

 

497.2

 

 

397.1

Property and equipment, net

 

 

4,839.5

 

 

4,079.5

Intangible assets, net

 

 

1,196.6

 

 

934.9

Goodwill

 

 

1,822.6

 

 

1,214.5

Deferred income taxes, net

 

 

62.7

 

 

7.0

Other assets

 

 

129.8

 

 

94.5

Total assets

 

$

8,548.4

 

$

6,727.5

Liabilities and stockholders' equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Current portion of long-term debt

 

$

25.0

 

$

 —

Accounts payable

 

 

50.2

 

 

97.0

Accrued liabilities

 

 

286.1

 

 

225.7

Accrued interest

 

 

75.3

 

 

28.6

Capital lease obligations, current

 

 

7.8

 

 

5.8

Deferred revenue, current

 

 

144.2

 

 

129.4

Total current liabilities

 

 

588.6

 

 

486.5

Long-term debt, non-current

 

 

5,498.8

 

 

4,085.3

Capital lease obligation, non-current

 

 

76.5

 

 

44.9

Deferred revenue, non-current

 

 

940.6

 

 

793.3

Deferred income taxes, net

 

 

39.9

 

 

41.3

Other long-term liabilities

 

 

59.0

 

 

57.0

Total liabilities

 

 

7,203.4

 

 

5,508.3

Commitments and contingencies (Note 10)

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Preferred stock, $0.001 par value - 50,000,000 shares authorized; no shares issued and outstanding as of March 31, 2017 and June 30, 2016, respectively

 

 

 —

 

 

 —

Common stock, $0.001 par value - 850,000,000 shares authorized; 245,752,049 and 242,649,498 shares issued and outstanding as of March 31, 2017 and June 30, 2016, respectively

 

 

0.2

 

 

0.2

Additional paid-in capital

 

 

1,866.3

 

 

1,777.6

Accumulated other comprehensive (loss)/income

 

 

(19.2)

 

 

4.5

Accumulated deficit

 

 

(502.3)

 

 

(563.1)

Total stockholders' equity

 

 

1,345.0

 

 

1,219.2

Total liabilities and stockholders' equity

 

$

8,548.4

 

$

6,727.5

The accompanying notes are an integral part of these condensed consolidated financial statements.

1


 

ZAYO GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in millions, except per share data)  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

Nine Months Ended March 31,

 

    

2017

    

2016

 

2017

    

2016

Revenue

 

$

550.2

 

$

478.0

 

$

1,561.8

 

$

1,214.4

Operating costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs (excluding depreciation and amortization and including stock-based compensation—Note 8)

 

 

195.0

 

 

170.8

 

 

548.7

 

 

396.0

Selling, general and administrative expenses (including stock-based compensation—Note 8)

 

 

108.8

 

 

112.5

 

 

319.1

 

 

282.1

Depreciation and amortization

 

 

155.7

 

 

137.2

 

 

425.6

 

 

368.0

Total operating costs and expenses

 

 

459.5

 

 

420.5

 

 

1,293.4

 

 

1,046.1

Operating income

 

 

90.7

 

 

57.5

 

 

268.4

 

 

168.3

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(63.0)

 

 

(57.7)

 

 

(170.0)

 

 

(162.7)

Loss on extinguishment of debt

 

 

(4.5)

 

 

 —

 

 

(4.5)

 

 

 —

Foreign currency gain/(loss) on intercompany loans

 

 

3.9

 

 

(11.1)

 

 

(24.7)

 

 

(28.9)

Other income/(expense), net

 

 

0.5

 

 

(0.2)

 

 

0.7

 

 

(0.4)

Total other expenses, net

 

 

(63.1)

 

 

(69.0)

 

 

(198.5)

 

 

(192.0)

Income/(loss) from operations before income taxes

 

 

27.6

 

 

(11.5)

 

 

69.9

 

 

(23.7)

Provision for income taxes

 

 

0.6

 

 

7.8

 

 

7.4

 

 

21.6

Net income/(loss)

 

$

27.0

 

$

(19.3)

 

$

62.5

 

$

(45.3)

Weighted-average shares used to compute net income/(loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

244.1

 

 

243.3

 

 

243.3

 

 

243.7

Diluted

 

 

246.1

 

 

243.3

 

 

244.7

 

 

243.7

Net income/(loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.11

 

$

(0.08)

 

$

0.26

 

$

(0.19)

Diluted

 

$

0.11

 

$

(0.08)

 

$

0.26

 

$

(0.19)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

2


 

ZAYO GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) (UNAUDITED)

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

Nine Months Ended March 31,

 

    

2017

   

2016

 

2017

   

2016

Net income/(loss)

 

$

27.0

 

$

(19.3)

 

$

62.5

 

$

(45.3)

Foreign currency translation adjustments

 

 

3.7

 

 

32.0

 

 

(22.5)

 

 

20.3

Defined benefit pension plan adjustments

 

 

 —

 

 

 —

 

 

(1.2)

 

 

 —

Comprehensive income/(loss)

 

$

30.7

 

$

12.7

 

$

38.8

 

$

(25.0)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

3


 

ZAYO GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

NINE MONTHS ENDED MARCH 31, 2017

(in millions, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Common
Shares

    

Common
Stock

    

Additional
paid-in
Capital

    

Accumulated
Other
Comprehensive
Income/(Loss)

    

Accumulated
Deficit

    

Total
Stockholders'
Equity

Balance at June 30, 2016

 

242,649,498

 

$

0.2

 

$

1,777.6

 

$

4.5

 

$

(563.1)

 

$

1,219.2

Stock-based compensation

 

3,102,551

 

 

 —

 

 

87.0

 

 

 —

 

 

 —

 

 

87.0

Cumulative effect adjustment resulting from adoption of ASU 2016-09 (Note 1)

 

 —

 

 

 —

 

 

1.7

 

 

 —

 

 

(1.7)

 

 

 —

Foreign currency translation adjustment

 

 —

 

 

 —

 

 

 —

 

 

(22.5)

 

 

 —

 

 

(22.5)

Defined benefit pension plan adjustments

 

 —

 

 

 —

 

 

 —

 

 

(1.2)

 

 

 —

 

 

(1.2)

Net income

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

62.5

 

 

62.5

Balance at March 31, 2017

 

245,752,049

 

$

0.2

 

$

1,866.3

 

$

(19.2)

 

$

(502.3)

 

$

1,345.0

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

4


 

ZAYO GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in millions)

 

 

 

 

 

 

 

 

 

Nine Months Ended March 31,

 

    

2017

    

2016

Cash flows from operating activities

 

 

 

    

 

 

Net income/(loss)

 

$

62.5

 

$

(45.3)

Adjustments to reconcile net income/(loss) to net cash provided by operating activities

 

 

 

 

 

 

Depreciation and amortization

 

 

425.6

 

 

368.0

Loss on extinguishment of debt

 

 

4.5

 

 

 —

Non-cash interest expense

 

 

7.7

 

 

9.1

Stock-based compensation

 

 

93.0

 

 

122.5

Amortization of deferred revenue

 

 

(85.5)

 

 

(66.6)

Additions to deferred revenue

 

 

156.7

 

 

145.4

Foreign currency loss on intercompany loans

 

 

24.7

 

 

28.9

Excess tax benefit from stock-based compensation

 

 

 —

 

 

(7.9)

Deferred income taxes

 

 

(6.4)

 

 

14.3

Provision for bad debts

 

 

2.1

 

 

3.1

Non-cash loss on investments

 

 

0.7

 

 

1.2

Changes in operating assets and liabilities, net of acquisitions

 

 

 

 

 

 

Trade receivables

 

 

(6.0)

 

 

15.3

Accounts payable and accrued liabilities

 

 

9.1

 

 

(44.7)

Other assets and liabilities

 

 

(23.8)

 

 

(5.5)

Net cash provided by operating activities

 

 

664.9

 

 

537.8

Cash flows from investing activities

 

 

 

 

 

 

Purchases of property and equipment

 

 

(630.2)

 

 

(516.7)

Cash paid for acquisitions, net of cash acquired

 

 

(1,426.8)

 

 

(417.0)

Other

 

 

1.5

 

 

 —

Net cash used in investing activities

 

 

(2,055.5)

 

 

(933.7)

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from debt

 

 

3,293.8

 

 

395.2

Principal payments on long-term debt

 

 

(1,837.4)

 

 

(13.4)

Principal payments on capital lease obligations

 

 

(4.8)

 

 

(3.3)

Payment of debt issue costs

 

 

(29.0)

 

 

(2.9)

Common stock repurchases

 

 

 —

 

 

(81.1)

Excess tax benefit from stock-based compensation

 

 

 —

 

 

7.9

Net cash provided by financing activities

 

 

1,422.6

 

 

302.4

Net cash flows

 

 

32.0

 

 

(93.5)

Effect of changes in foreign exchange rates on cash

 

 

(4.3)

 

 

0.1

Net increase/(decrease) in cash and cash equivalents

 

 

27.7

 

 

(93.4)

Cash and cash equivalents, beginning of year

 

 

170.7

 

 

308.6

Cash and cash equivalents, end of period

 

$

198.4

 

$

215.2

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

Cash paid for interest, net of capitalized interest

 

$

109.2

 

$

145.0

Cash paid for income taxes

 

$

9.8

 

$

11.4

Non-cash purchases of equipment through capital leasing

 

$

11.6

 

$

5.9

Increase in accounts payable and accrued expenses for purchases of property and equipment

 

$

37.1

 

$

26.2

 

Refer to Note 2 — Acquisitions for details regarding the Company’s recent acquisitions.

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

5


 

Table of Contents

ZAYO GROUP HOLDINGS, INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

(1) BUSINESS AND BASIS OF PRESENTATION

Business

Zayo Group Holdings, Inc., a Delaware corporation, was formed on November 13, 2007, and is the parent company of a number of subsidiaries engaged in bandwidth infrastructure services. Zayo Group Holdings, Inc. and its subsidiaries are collectively referred to as “Zayo Group Holdings” or the “Company.” The Company’s primary operating subsidiary is Zayo Group, LLC (“ZGL”). Headquartered in Boulder, Colorado, the Company operates bandwidth infrastructure assets, including fiber networks and data centers, in the United States, Canada and Europe to offer:

·

Fiber Solutions, including dark fiber and mobile infrastructure services.

·

Transport services, including wavelength, wholesale IP and SONET services.

·

Enterprise Networks, including Ethernet, private lines, dedicated Internet and cloud services.

·

Colocation, including provision of colocation space and power and interconnection services.

·

Voice, unified communications and services dedicated to small and medium sized businesses.

·

Other services, including Zayo Professional Services (“ZPS”).

The Company’s shares are listed on the New York Stock Exchange (NYSE) under the ticker symbol “ZAYO”.

Basis of Presentation

The accompanying condensed consolidated financial statements include all the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements and related notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q, and do not include all of the note disclosures required by GAAP for complete financial statements. These consolidated financial statements should, therefore, be read in conjunction with the consolidated financial statements and notes thereto for the year ended June 30, 2016 included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2016. In the opinion of management, all adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows of the Company have been included herein. Certain amounts in the prior period financial statements have been condensed to conform to the current period presentation and had no impact on reported net income or losses. The results of operations for the three and nine months ended March 31, 2017 are not necessarily indicative of the operating results for any future interim period or the full year.

The Company’s fiscal year ends June 30 each year, and we refer to the fiscal year ended June 30, 2016 as “Fiscal 2016” and the fiscal year ending June 30, 2017 as “Fiscal 2017.”

Earnings or Loss per Share

Basic earnings or loss per share attributable to the Company’s common shareholders is computed by dividing net earnings or loss attributable to common shareholders by the weighted average number of common shares outstanding for the period.   Diluted earnings or loss per share attributable to common shareholders presents the dilutive effect, if any, on a per share basis of potential common shares (such as restricted stock units) as if they had been vested or converted during the periods presented. No such items were included in the computation of diluted loss per share for the three and nine months ended March 31, 2016 as the Company incurred a loss from operations in that period and the effect of inclusion would have been anti-dilutive. 

The effect of 2.0 million and 1.4 million incremental shares attributable to the release of Part A and Part B units upon vesting (treasury method) was included in the computation of diluted income per share for the three and nine months ended March 31, 2017, respectively.

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Table of Contents

ZAYO GROUP HOLDINGS, INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Significant Accounting Policies

The Company has elected to early adopt ASU 2017-04 (as described below), during the quarter ended March 31, 2017, which simplifies the requirements for goodwill impairment testing in ASC 350.  No impairment indicators were identified.

Upon early adoption of ASU 2017-01 (as described below), the Company has applied the provisions of this standard for acquisitions consummated subsequent to January 1, 2017.

Upon early adoption of ASU 2016-09 (as described below), the Company elected to change its accounting policy to account for forfeitures as they occur versus estimating forfeitures. The Company recognizes all stock-based awards to employees and independent directors based on their grant-date fair values, with no consideration for future forfeitures. The Company recognizes the fair value of outstanding awards as a charge to operations over the vesting period.

There have been no other changes to the Company’s significant accounting policies described in its Annual Report on Form 10-K for the year ended June 30, 2016.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Significant estimates are used when establishing allowances for doubtful accounts and accruals for billing disputes, determining useful lives for depreciation and amortization and accruals for exit activities associated with real estate leases, assessing the need for impairment charges (including those related to intangible assets and goodwill), determining the fair values of assets acquired and liabilities assumed in business combinations, accounting for income taxes and related valuation allowances against deferred tax assets, determining the defined benefit costs and defined benefit obligations related to post-employment benefits and estimating the restricted stock unit grant fair values used to compute the stock-based compensation liability and expense. Management evaluates these estimates and judgments on an ongoing basis and makes estimates based on historical experience, current conditions, and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions.

Recently Issued Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Simplifying the Accounting for Goodwill Impairment, which simplifies the requirements for goodwill impairment testing in ASC 350. Under the ASU, the requirement to perform step two of the impairment test was removed. The Company has elected to early adopt the standard during the quarter ended March 31, 2017.  No impairment indicators were identified.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The new standard provides guidance for evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted for transactions for which the acquisition date occurs before the issuance date or effective date, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The Company has elected to early adopt the standard as of January 1, 2017 and has applied the provisions of this standard for acquisitions consummated subsequent to that date.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classifications of Certain Cash Receipts and Cash Payments." The new standard provides guidance for eight changes with respect to how cash receipts and cash payments are classified in the statement of cash flows, with the objective of reducing diversity in

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Table of Contents

ZAYO GROUP HOLDINGS, INC. AND SUBSIDIARIES

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

practice. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2017, with early adoption permitted. The Company does not plan to early adopt, nor does it expect the adoption of this new standard to have a material impact on its condensed consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases. The new guidance supersedes existing guidance on accounting for leases in Topic 840 and is intended to increase the transparency and comparability of accounting for lease transactions. ASU 2016-02 requires most leases to be recognized on the balance sheet. Lessees will need to recognize a right-of-use asset and a lease liability for virtually all leases. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting remains similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard (ASU 2014-09). The ASU will require both quantitative and qualitative disclosures regarding key information about leasing arrangements. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. The Company is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures, and expects the new guidance to significantly increase the reported assets and liabilities on the Consolidated Balance Sheets. The Company does not expect to early adopt this ASU. 

On March 30, 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. The ASU changes five aspects of the accounting for share-based payment award transactions that will affect public companies, including: (1) accounting for income taxes; (2) classification of excess tax benefits on the statement of cash flows; (3) forfeitures; (4) minimum statutory tax withholding requirements; and (5) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes. The Company early-adopted ASU 2016-09 effective July 1, 2016. Excess tax benefits for share-based payments are now recognized against income tax expense rather than additional paid-in capital and are included in operating cash flows rather than financing cash flows. The recognition of excess tax benefits have been applied prospectively and prior periods have not been adjusted. The Company had $16.7 million of excess tax benefits for the nine months ended March 31, 2017.  In addition, the Company elected to change its accounting policy to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative effect adjustment to accumulated deficit of $1.7 million as of July 1, 2016. Amendments related to minimum statutory tax withholding requirements and the classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes have been adopted prospectively and did not have a material impact on the condensed consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. In July 2015, the FASB deferred the effective date to annual reporting periods and interim reporting periods within annual reporting periods beginning after December 15, 2017.  Early adoption is permitted as of the original effective date or annual reporting periods and interim reporting periods within annual reporting periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method.

The Company is in the process of performing a comprehensive analysis of its revenue streams and contractual arrangements to identify the effects of ASU 2014-09 on the consolidated financial statements and are developing new accounting and reporting policies, business and internal control processes and procedures to facilitate adoption of the standard. The Company will also have to comply with new revenue disclosure requirements. The Company will continue to review and evaluate underlying contract information that will be used to support new accounting and disclosure requirements under ASU 2014-09 and evaluate other matters that may result from adoption of the standard. The Company has not yet selected a transition method.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

(2) ACQUISITIONS

Since inception, the Company has consummated 40 transactions accounted for as business combinations. The acquisitions were executed as part of the Company’s business strategy of expanding through acquisitions. The acquisitions of these businesses have allowed the Company to increase the scale at which it operates, which in turn affords the Company the ability to increase its operating leverage, extend its network reach, and broaden its customer base.

The accompanying condensed consolidated financial statements include the operations of the acquired entities from their respective acquisition dates.

Acquisitions Completed During Fiscal 2017

Electric Lightwave Parent, Inc.

On March 1, 2017, the Company acquired Electric Lightwave Parent, Inc. (“Electric Lightwave”), an infrastructure and telecom services provider serving 35 markets in the western U.S., for net purchase consideration of $1,426.7 million, net of cash acquired, subject to certain post-closing adjustments.  $14.0 million of the purchase consideration is currently held in escrow pending the expiration of the indemnification adjustment period.  The acquisition was funded through debt (see Note 5 – Long-Term Debt) and cash on hand.  $2.2 million of the net purchase consideration remains, payable by the Company as of March 31, 2017.  The acquisition was considered a stock purchase for tax purposes.

The acquisition added 8,100 route miles of long haul fiber and 4,000 miles of dense metro fiber across Denver, Minneapolis, Phoenix, Portland, Seattle, Sacramento, San Francisco, San Jose, Salt Lake City, Spokane and Boise, with on-net connectivity to more than 3,100 enterprise buildings and 100 data centers. 

Santa Clara Data Center Acquisition

On October 3, 2016, the Company acquired a data center in Santa Clara, California (the “Santa Clara Data Center”), for net purchase consideration of $11.3 million. The net purchase consideration represents the net present value of ten quarterly payments of approximately $1.3 million beginning in the December 2016 quarter. As of March 31, 2017, the remaining cash consideration to be paid was $10.2 million. The acquisition was considered an asset purchase for tax purposes. $2.3 million of payments made to the previous owners of the Santa Clara Data Center made during the nine months ended March 31, 2017 are included on the Company’s Condensed Consolidated Statement of Cash Flows within the “cash paid for acquisitions” caption.

The Santa Clara Data Center, located at 5101 Lafayette Street, includes 26,900 total square feet and three megawatts (MW) of critical power. The facility also includes high-efficiency power and cooling infrastructure, seismic reinforcement and proximity to Zayo’s long haul dark fiber routes between San Francisco and Los Angeles.

Acquisitions Completed During Fiscal 2016

Clearview

On April 1, 2016, the Company acquired 100% of the equity interest in Clearview International, LLC (“Clearview”), a Texas based colocation and cloud infrastructure services provider for cash consideration of $18.3 million, subject to certain post-closing adjustments. The acquisition was funded with cash on hand and was considered an asset purchase for tax purposes.

The acquisition consisted of two Texas data centers. The data centers, located at 6606 LBJ Freeway in Dallas, Texas and 700 Austin Avenue in Waco, Texas, added approximately 30,000 square feet of colocation space, as well as a set of hybrid cloud infrastructure services that complement the Company’s global cloud capabilities.

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Allstream

On January 15, 2016, the Company acquired 100% of the equity interest in Allstream, Inc. and Allstream Fiber U.S. Inc. (together “Allstream”) from Manitoba Telecom Services Inc. (“MTS”) for cash consideration of CAD $422.9 million (or $297.6 million), net of cash acquired, subject to certain post-closing adjustments. The consideration paid is net of $29.6 million of working capital and other liabilities assumed by the Company in the acquisition. The acquisition was funded with Allstream Term Loan Proceeds (as defined in Note 5 – Long-Term Debt). The acquisition was considered a stock purchase for tax purposes.

The acquisition added more than 18,000 route miles to the Company’s fiber network, including 12,500 miles of long-haul fiber connecting all major Canadian markets and 5,500 route miles of metro fiber network connecting approximately 3,300 on-net buildings concentrated in Canada’s top five metropolitan markets.

As part of the Allstream acquisition, MTS agreed to retain Allstream’s former defined benefit pension obligations, and related pension plan assets, of retirees and other former employees of Allstream and also agreed to reimburse Allstream for certain solvency funding payments related to the pension obligations of active Allstream employees as of January 15, 2016.  MTS will transfer assets from Allstream’s former defined benefit pension plans related to pre-closing service obligations for active employees to new Allstream defined benefit pension plans created by the Company, subject to regulatory approval. In addition, if the pre-closing benefit obligation for the January 15, 2016 active employees exceeds the fair value of assets transferred to the new Allstream pension plans, MTS agreed to fund the funding deficiency at the later of the asset transfer date or the date at which it is determined that no further solvency deficit exists. Any required funding of the pension benefit obligation subsequent to January 15, 2016, will be the responsibility of the Company. The amount of the funding deficiency was not material to the financial statements as of March 31, 2017.

Also as part of the Allstream acquisition, the Company assumed the liabilities related to Allstream’s other non-pension unfunded post-retirement benefits plans. The liability assumed on January 15, 2016 was approximately $8.3 million. The balance of this liability as of March 31, 2017 was approximately $12.9 million. This liability is currently included in “Other long-term liabilities” on the consolidated balance sheet.

Viatel

On December 31, 2015, the Company completed the acquisition of a 100% interest in Viatel Infrastructure Europe Ltd., Viatel (UK) Limited, Viatel France SAS, Viatel Deutschland GmbH and Viatel Nederland BV (collectively, “Viatel”) for cash consideration of €92.9 million (or $101.2 million), net of cash acquired. The acquisition was funded with cash on hand. The acquisition was considered a stock purchase for tax purposes. During the nine months ended March 31, 2017, the Company received a refund of the purchase price from escrow of $1.5 million. The refund is reflected as a cash inflow from investing activities on the condensed consolidated statement of cash flows for the nine months ended March 31, 2017 within the Other caption.

Dallas Data Center Acquisition (“Dallas Data Center”)

On December 31, 2015, the Company acquired a 36,000 square foot data center located in Dallas, Texas for cash consideration of $16.6 million. The acquisition was funded with cash on hand and was considered an asset purchase for tax purposes.

Acquisition Method Accounting Estimates

The Company initially recognizes the assets and liabilities acquired from the aforementioned acquisitions based on its preliminary estimates of their acquisition date fair values. As additional information becomes known concerning the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of the measurement period, which is no longer than a one year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. As of March 31, 2017, the Company has not completed its fair value analysis and calculations in sufficient detail necessary to arrive at the

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

final estimates of the fair value of certain working capital and non-working capital acquired assets and assumed liabilities, including the allocations to goodwill and intangible assets, deferred revenue and resulting deferred taxes related to its acquisitions of Santa Clara Data Center and Electric Lightwave. All information presented with respect to certain working capital and non-working capital acquired assets and liabilities assumed as it relates to these acquisitions is preliminary and subject to revision pending the final fair value analysis.

The table below reflects the Company's estimates of the acquisition date fair values of the assets and liabilities assumed from its Fiscal 2017 acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric Lightwave

 

Santa Clara Data
Center

Acquisition date

    

 

 

 

 

 

    

March 1, 2017

 

October 3, 2016

 

 

 

 

 

 

 

 

(in millions)

Cash

 

 

 

 

 

 

 

$

12.5

 

$

 —

Other current assets

 

 

 

 

 

 

 

 

56.0

 

 

 —

Property and equipment

 

 

 

 

 

 

 

 

489.5

 

 

35.1

Deferred tax assets, net

 

 

 

 

 

 

 

 

49.7

 

 

 —

Intangibles

 

 

 

 

 

 

 

 

312.2

 

 

2.8

Goodwill

 

 

 

 

 

 

 

 

625.2

 

 

 —

Other assets

 

 

 

 

 

 

 

 

1.7

 

 

 —

Total assets acquired

 

 

 

 

 

 

 

 

1,546.8

 

 

37.9

Current liabilities

 

 

 

 

 

 

 

 

56.7

 

 

 —

Capital lease obligations

 

 

 

 

 

 

 

 

 —

 

 

26.6

Deferred revenue

 

 

 

 

 

 

 

 

49.7

 

 

 —

Other liabilities

 

 

 

 

 

 

 

 

1.2

 

 

 —

Total liabilities assumed

 

 

 

 

 

 

 

 

107.6

 

 

26.6

Net assets acquired

 

 

 

 

 

 

 

 

1,439.2

 

 

11.3

Less cash acquired

 

 

 

 

 

 

 

 

(12.5)

 

 

 —

Total consideration paid/payable

 

 

 

 

 

 

 

$

1,426.7

 

$

11.3

 

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The table below reflects the Company's estimates of the acquisition date fair values of the assets and liabilities assumed from its Fiscal 2016 acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clearview

 

Allstream

 

Viatel

 

Dallas Data
Center

Acquisition date

    

April 1, 2016

    

January 15, 2016

    

December 31, 2015

    

December 31, 2015

 

 

 

(in millions)

Cash

 

$

 —

 

$

2.9

 

$

3.5

 

$

 —

Other current assets

 

 

0.6

 

 

95.6

 

 

7.3

 

 

 —

Property and equipment

 

 

17.1

 

 

266.3

 

 

174.0

 

 

12.2

Deferred tax assets, net

 

 

0.2

 

 

3.8

 

 

 —

 

 

 —

Intangibles

 

 

9.8

 

 

64.5

 

 

 —

 

 

4.4

Goodwill

 

 

2.1

 

 

 —

 

 

9.5

 

 

 —

Other assets

 

 

0.3

 

 

4.5

 

 

2.0

 

 

 —

Total assets acquired

 

 

30.1

 

 

437.6

 

 

196.3

 

 

16.6

Current liabilities

 

 

1.1

 

 

63.2

 

 

18.8

 

 

 —

Deferred revenue

 

 

0.4

 

 

46.9

 

 

58.5

 

 

 —

Deferred tax liability, net

 

 

 —

 

 

 —

 

 

8.6

 

 

 —

Other liabilities

 

 

10.3

 

 

27.0

 

 

5.7

 

 

 —

Total liabilities assumed

 

 

11.8

 

 

137.1

 

 

91.6

 

 

 —

Net assets acquired

 

 

18.3

 

 

300.5

 

 

104.7

 

 

16.6

Less cash acquired

 

 

 —

 

 

(2.9)

 

 

(3.5)

 

 

 —

Net consideration paid

 

$

18.3

 

$

297.6

 

$

101.2

 

$

16.6

 

The goodwill arising from the Company’s acquisitions results from synergies, anticipated incremental sales to the acquired company customer base and economies-of-scale expected from the acquisitions. The Company has allocated the goodwill to the reporting units (in existence on the respective acquisition dates) that were expected to benefit from the acquired goodwill. The allocation was determined based on the excess of the estimated fair value of the reporting unit over the estimated fair value of the individual assets acquired and liabilities assumed that were assigned to the reporting units.  Effective January 1, 2017, the Company implemented organizational changes which had an impact on the composition of the Company’s SPGs (see Note 12 – Segment Reporting). In connection with the organizational change, goodwill was re-allocated to the Company’s SPG’s on a relative fair value basis.  The Company completed an impairment test immediately prior to and after the organization change at the SPG level and no indicators of impairment were identified.  Note 3 - Goodwill, displays the allocation of the Company's acquired goodwill to each of its reporting units.

In the Company’s acquisitions, the Company acquired certain customer relationships. These relationships represent a valuable intangible asset, as the Company anticipates continued business from the acquired customer bases. The Company’s estimate of the fair value of the acquired customer relationships is based on a multi-period excess earnings valuation technique that utilizes Level 3 inputs.

Transaction Costs

Transaction costs include expenses associated with professional services (i.e., legal, accounting, regulatory, etc.) rendered in connection with signed and/or closed acquisitions or disposals, travel expense, severance expense incurred on the date of acquisition or disposal, and other direct expenses incurred that are associated with such acquisitions or disposals. The Company incurred transaction costs of $8.4 million and $17.6 million for the three and nine months ended March 31, 2017, respectively, and $14.2 million and $17.5 million for the three and nine months ended March 31, 2016, respectively. Transaction costs have been included in selling, general and administrative expenses in the condensed consolidated statements of operations and in cash flows from operating activities in the condensed consolidated statements of cash flows during these periods. 

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Pro Forma Financial Information

The pro forma results presented below include the effects of the Company’s Fiscal 2017 and 2016 acquisitions as if the acquisitions occurred on July 1, 2015. The pro forma net income/(loss) for the periods ended March 31, 2017 and 2016 includes the additional depreciation and amortization resulting from the adjustments to the value of property and equipment and intangible assets resulting from purchase accounting and adjustment to amortized revenue during Fiscal 2017 and 2016 as a result of the acquisition date valuation of assumed deferred revenue. The pro forma results also include interest expense associated with debt used to fund the acquisitions. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of July 1, 2015.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

Nine Months Ended March 31,

 

    

2017

    

2016

 

2017

    

2016

 

 

(in millions)

Revenue

 

$

635.6

 

$

640.2

 

$

1,912.0

 

$

1,910.2

Net income/(loss)

 

$

16.3

 

$

(26.0)

 

$

16.5

 

$

(84.8)

 

(3) GOODWILL

The Company’s goodwill balance was $1,822.6 million and $1,214.5 million as of March 31, 2017 and June 30, 2016, respectively.

The Company’s reporting units are comprised of its strategic product groups (“SPGs”). Effective January 1, 2017, the Company implemented organizational changes which had an impact on the composition of the Company’s SPGs. The change in structure had the impact of consolidating and/or regrouping existing SPGs, disaggregating the legacy Zayo Canada SPG among the existing SPGs and a creating a new Allstream and IP Transit SPG (See Note 12 – Segment Reporting).   In connection with the organizational change, goodwill was re-allocated to the Company’s SPG’s on a relative fair value basis.  The Company completed an impairment test immediately prior to and after the organization change at the SPG level and no indicators of impairment were identified.     

As of March 31, 2017, the Company’s SPGs were comprised of the following: Fiber Solutions, Zayo Wavelength Services (“Waves”), Zayo IP Transit Services (“IP Transit”), Zayo SONET Services (“SONET”), Zayo Ethernet Services (“Ethernet”), Enterprise Private and Connectivity (EPIC), Zayo Cloud Services (“Cloud”),  Zayo Colocation (“zColo"), Allstream and Other (primarily ZPS).

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The following reflects the changes in the carrying amount of goodwill and the amounts allocated to each reporting unit during the nine months ended March 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product Group

    

As of June 30, 2016

 

Reallocation among reporting units

    

Adjustments to Fiscal 2016
Acquisitions

    

Fiscal 2017
Acquisitions

    

Foreign Currency
Translation and
Other

    

As of March 31, 2017

 

 

(in millions)

Dark Fiber

 

$

295.1

 

$

(295.1)

 

$

 —

 

$

 —

 

$

 —

 

$

 —

Fiber Solutions

 

 

 —

 

 

544.8

 

 

1.7

 

 

34.7

 

 

(8.9)

 

 

572.3

Waves

 

 

258.3

 

 

(104.0)

 

 

(2.7)

 

 

25.4

 

 

(2.7)

 

 

174.3

Sonet

 

 

51.3

 

 

0.7

 

 

 —

 

 

75.1

 

 

(0.1)

 

 

127.0

Ethernet

 

 

104.3

 

 

(59.8)

 

 

(0.5)

 

 

52.1

 

 

(0.1)

 

 

96.0

IP

 

 

87.5

 

 

(87.5)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

MIG

 

 

73.6

 

 

(73.6)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

EPIC

 

 

 —

 

 

89.5

 

 

 —

 

 

90.2

 

 

(0.2)

 

 

179.5

zColo

 

 

268.8

 

 

(15.0)

 

 

(3.7)

 

 

 —

 

 

0.2

 

 

250.3

Cloud

 

 

60.0

 

 

 —

 

 

(0.1)

 

 

2.2

 

 

 —

 

 

62.1

Allstream

 

 

 —

 

 

 —

 

 

 —

 

 

345.5

 

 

 —

 

 

345.5

Other

 

 

15.6

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

15.6

Total

 

$

1,214.5

 

$

 —

 

$

(5.3)

 

$

625.2

 

$

(11.8)

 

$

1,822.6

 

 

(4) INTANGIBLE ASSETS

Identifiable intangible assets as of March 31, 2017 and June 30, 2016 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

    

Gross Carrying Amount

    

Accumulated
Amortization

    

Net

 

 

(in millions)

March 31, 2017

 

 

 

 

 

 

 

 

 

Finite-Lived Intangible Assets

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

1,462.7

 

$

(284.9)

 

$

1,177.8

Underlying rights

 

 

1.6

 

 

(0.4)

 

 

1.2

Total

 

 

1,464.3

 

 

(285.3)

 

 

1,179.0

Indefinite-Lived Intangible Assets

 

 

 

 

 

 

 

 

 

Certifications

 

 

3.5

 

 

 —

 

 

3.5

Underlying Rights

 

 

14.1

 

 

 —

 

 

14.1

Total

 

$

1,481.9

 

$

(285.3)

 

$

1,196.6

June 30, 2016

 

 

 

 

 

 

 

 

 

Finite-Lived Intangible Assets

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

1,143.6

 

$

(228.8)

 

$

914.8

Trade names

 

 

0.2

 

 

(0.2)

 

 

 —

Underlying rights

 

 

1.6

 

 

(0.3)

 

 

1.3

Total

 

 

1,145.4

 

 

(229.3)

 

 

916.1

Indefinite-Lived Intangible Assets

 

 

 

 

 

 

 

 

 

Certifications

 

 

3.5

 

 

 —

 

 

3.5

Underlying Rights

 

 

15.3

 

 

 —

 

 

15.3

Total

 

$

1,164.2

 

$

(229.3)

 

$

934.9

 

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(5) LONG-TERM DEBT

As of March 31, 2017 and June 30, 2016, long-term debt was as follows:

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

June 30,

 

 

    

2017

    

2016

 

 

 

(in millions)

Term Loan Facility due 2021

 

$

500.0

 

$

1,837.4

 

Term Loan Facility due 2024

 

 

2,000.0

 

 

 —

 

6.00% Senior Unsecured Notes due 2023

 

 

1,430.0

 

 

1,430.0

 

6.375% Senior Unsecured Notes due 2025

 

 

900.0

 

 

900.0

 

5.75% Senior Unsecured Notes due 2027

 

 

800.0

 

 

 —

 

Total debt obligations

 

 

5,630.0

 

 

4,167.4