Zayo Group, LLC Reports Financial Results for the Third Fiscal Quarter Ended March 31, 2014

BOULDER, Colo.–(BUSINESS WIRE)–Zayo Group, LLC (“Zayo Group” or “the Company”), a leading provider of bandwidth infrastructure and network-neutral colocation and connectivity services, announced results for the three months ended on March 31, 2014.

Third fiscal quarter revenue of $278.0 million grew 6% over the previous quarter on an annualized basis, largely a function of organic growth associated with positive net installations, and to a smaller extent, acquisition-related growth. Adjusted EBITDA of $165.0 million increased 9% over the previous quarter on an annualized basis.

During the three months ended March 31, 2014, capital expenditures were $90.9 million, which included adding 335 route miles and 294 buildings to the network. The Company had $249.8 million of cash and $243.6 million available under its revolving credit agreement as of March 31, 2014.

Financial Highlights

• Zayo Group generated quarterly revenue of $278.0 million; a $4.4 million sequential quarter increase representing 6% annualized sequential growth
• Gross profit for the quarter increased $4.0 million from the previous quarter reaching $242.6 million for a gross profit percentage of 87%
• Net loss increased by $7.4 million from the previous quarter
• Adjusted EBITDA for the third fiscal quarter was $165.0 million, which was $3.5 million higher than the prior quarter, representing 9% annualized sequential growth
• Quarterly revenue and Adjusted EBITDA increased by $24.9 million and $17.2 million, respectively over the third quarter of fiscal year 2013
• Net loss increased by $25.2 million from the third quarter of fiscal year 2013

Recent Developments

Acquisition of Neo Telecom Group (“Neo Telecoms”)

On April 27, 2014, the Company entered into a purchase agreement with Neo Telecoms, a Paris-based bandwidth infrastructure company, and certain shareholders of Neo Telecoms. Upon the closing of the transaction, the Company will acquire a 96% equity interest in Neo Telecoms and its subsidiaries. The agreement also includes a contractual mechanism to acquire the remaining approximate 4% equity interest on or after December 31, 2015. The purchase price of 58.0 million Euros (or $80.2 million based on the exchange rate as of April 27, 2014) is in consideration of acquiring full equity ownership in Neo Telecoms and is subject to certain adjustment at closing and post-closing. The Company expects the purchase price will be paid with cash on hand. The transaction is subject to customary closing conditions and approvals.

Third Fiscal Quarter Financial Results
Three Months Ended March 31, 2014 and December 31, 2013

Figure 1.0

The sequential quarterly revenue increase of $4.4 million was the result of organic growth and to a smaller extent, acquisition-related growth. The Company generated additional monthly revenue of $5.1 million associated with gross installations accepted in the quarter ended March 31, 2014. The increase in revenue related to organic growth was partially offset by total customer churn of $3.5 million in monthly revenue during the quarter. Approximately 88% of churn processed was related to hard disconnects; 10% was related to negative price changes; and 2% was associated with upgrades. Acquisition-related growth represented approximately $0.7 million of the sequential quarterly revenue increase.

The Company’s gross profit percentage and Adjusted EBITDA margin remained consistent as compared to the prior quarter.

Net loss increased by $7.4 million in the quarter ended March 31, 2014 as compared to the previous quarter’s net loss of $36.3 million. This was due to an $8.3 million increase in stock-based compensation expense related to the re-measurement at fair value of the vested common units and additional common units granted during the third fiscal quarter and an increase in expense associated with the Company’s tax provision of $3.6 million offset by the sequential quarterly increase in revenue of $4.4 million.

Three Months Ended March 31, 2014 and March 31, 2013

Figure 1.1

Revenue increased $24.9 million over the third quarter of fiscal year 2013, principally as a result of organic growth related to sales efforts and expansion of the network and acquisition-related activities during fiscal years 2013 and 2014. As a result of internal sales efforts since March 31, 2013, the Company has entered into $1,557.6 million of gross new sales contracts, which will represent an additional $21.9 million in monthly revenue once installation on those contracts is accepted. Since March 31, 2013, the amount of gross installations accepted resulted in additional monthly revenue of $19.0 million as of March 31, 2014. This increase in revenue related to our organic growth was partially offset by total customer churn of $14.5 million in monthly revenue since March 31, 2013.

Gross profit increased $24.6 million over the third quarter of fiscal year 2013, primarily as a result of organic revenue growth. The gross profit percentage for the quarter ended March 31, 2014 increased 10% compared to the same quarter in the prior year, primarily as a result of synergies realized related to our previous acquisitions and gross profit on newly installed revenue continuing to exceed the gross profit on revenue churned. This gross profit profile is reflective of the Company’s strategy to deploy capital in network expansion and sell largely “on-net” services.

Net loss increased by $25.2 million for the third quarter of fiscal year 2014 as compared to the third quarter of fiscal year 2013. Revenue increased by $24.9 million for the third quarter of fiscal year 2014 as compared to the same period in fiscal year 2013 due to the Company’s fiscal year 2013 and 2014 acquisitions and organic growth. Other expense was $6.6 million higher in the third quarter of fiscal year 2013 than in the third quarter of fiscal year 2014 due to a loss on extinguishment of debt related to the Company’s debt refinancing activities in the third fiscal quarter of 2013. These were offset by an increase in stock-based compensation expense of $41.5 million due to the common unit grants issued and vested during the fiscal years 2013 and 2014 and the re-measurement at fair value of the vested common units. In addition, income tax expense recorded in the third fiscal quarter of 2014 was $11.3 million as compared to an income tax benefit of $6.5 million recorded for the third quarter of fiscal year 2013.

Adjusted EBITDA increased $17.2 million as compared to the third quarter of fiscal year 2013, due to the Adjusted EBITDA contribution from the fiscal year 2013 acquisitions, synergies realized and organic revenue growth.

Conference Call

Zayo Group will hold a conference call to report fiscal year third quarter 2014 results at 11:00 a.m. EDT, May 9, 2014. The dial in number for the call is 877-256-4701. A live webcast of the call can be found in the investor relations section of Zayo’s website or can be accessed directly athttps://cc.readytalk.com/r/j093361pxar1&eom. During the call, the Company will review an earnings supplement presentation that summarizes the financial results of the quarter, which can be found at http://www.zayo.com/investors/earnings-releases.

About Zayo Group

Based in Boulder, Colorado, privately owned Zayo Group (www.zayo.com) is a provider of fiber-based bandwidth infrastructure and network-neutral colocation and connectivity services. Zayo Group is organized into autonomous operating segments supporting customers who require lit and dark fiber services and carrier-neutral colocation. Zayo Group’s business units provide these services over international, national, regional, metro and fiber-to-the-tower networks.

Forward-Looking Statements

Information contained or incorporated by reference in this earnings release, in other SEC filings by the Company, in press releases and in presentations by the Company or its management that are not historical by nature constitute “forward-looking statements” which can be identified by the use of forward-looking terminology such as “believes,” “expects,” “plans,” “intends,” “estimates,” “projects,” “could,” “may,” “will,” “should,” or “anticipates” or the negatives thereof, other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that future results expressed or implied by the forward-looking statements will be achieved and actual results may differ materially from those contemplated by the forward-looking statements. Such statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, those relating to the Company’s financial and operating prospects, current economic trends, future opportunities, ability to retain existing customers and attract new ones, outlook of customers, and strength of competition and pricing. In addition, there is risk and uncertainty in the Company’s acquisition strategy, including its 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 the Company’s business and future financial results are detailed in the Company’s SEC filings, including, but not limited to, those described under “Risk Factors” within the Company’s Annual Report on Form 10-K. The Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates. The Company undertakes no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events except as required by law.

This earnings release should be read together with the Company’s unaudited consolidated financial statements and notes thereto for the quarter ended March 31, 2014 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2014.

Non-GAAP Financial Measures

The Company provides financial measures that are not defined under generally accepted accounting principles in the United States, or GAAP, including earnings before interest, taxes, depreciation and amortization (“EBITDA”), and Adjusted EBITDA. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered in isolation or as alternatives to net earnings or any other performance measures derived in accordance with GAAP or as alternatives to cash flows from operating activities as measures of liquidity.

“Adjusted EBITDA” is defined as EBITDA from continuing operations adjusted to exclude transaction costs related to acquisitions, stock-based compensation, and certain non-cash or non-recurring items. Management uses EBITDA and Adjusted EBITDA to evaluate operating performance, and this financial measure is among the primary measures used by management for planning and forecasting future periods. The Company further believes that the presentation of EBITDA and Adjusted EBITDA is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by management and makes it easier to compare our results with the results of other companies that have different financing and capital structures.

Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation from, or as substitutes for, analysis of our results as reported under GAAP. For example, Adjusted EBITDA:

• does not reflect capital expenditures, or future requirements for capital and major maintenance expenditures or contractual commitments;
• does not reflect changes in, or cash requirements for, our working capital needs;
• does not reflect the significant interest expense, or the cash requirements necessary to service the interest payments, on our debt; and
• does not reflect cash required to pay income taxes.

The Company’s computation of Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because all companies do not calculate Adjusted EBITDA in the same fashion.

Because the Company has acquired numerous entities since inception and incurred transaction costs in connection with each acquisition, has borrowed money in order to finance operations, has used capital and intangible assets in the business, and because the payment of income taxes is necessary if taxable income is generated, any measure that excludes these items has material limitations. As a result of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to invest in the growth of the business or as measures of liquidity.

In addition to Adjusted EBITDA, management uses Unlevered Free Cash Flow, which measures the ability of Adjusted EBITDA to cover capital expenditures. Adjusted EBITDA is a performance, rather than cash flow measure. Correlating our capital expenditures to our Adjusted EBITDA does not imply that we will be able to fund such capital expenditures solely with cash from operations. Gross profit, defined as revenue less operating costs, excluding depreciation and amortization, is used by management to assess profitability prior to selling, general and administrative expenses, stock-based compensation and depreciation and amortization.

Consolidated Financial Information – Unaudited

Zayo Group
Consolidated Statements of Operations

Figure 1.2

Zayo Group
Consolidated Balance Sheets

Figure 1.3

Zayo Group
Consolidated Statements of Cash Flows

Figure 1.4

Zayo Group
Reconciliation of Non-GAAP Financial Measures

Figure 1.5

Contacts

Investor Relations:
Zayo Group, LLC
Allyson Patterson, 800-741-5804
ir@zayo.com