Investor Presentation

Investor Presentation
May 2015
Forward Looking Statements
Information contained in this supplemental presentation that is not historical by nature constitutes “forward-looking statements” which
can be identified by the use of forward-looking terminology such as “believes,” “expects,” “plans,” “intends,” “estimates,” “projects,”
“could,” “may,” “will,” “should,” or “anticipates” or the negatives thereof, other variations thereon or comparable terminology, or by
discussions of strategy. No assurance can be given that future results expressed or implied by the forward-looking statements will be
achieved and actual results may differ materially from those contemplated by the forward-looking statements. Such statements are
based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties
include, but are not limited to, those relating to 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 our ability to integrate acquired companies and
assets. Specifically there is a risk associated with our most recent acquisitions of Geo, Neo AtlantaNAP, Ideatek and Latisys and the
benefits thereof, including financial and operating results and synergy benefits that may be realized from these acquisitions and the
timeframe for realizing these benefits. Other factors and risks that may affect our business and future financial results are detailed in
our Annual Report on Form 10-K Item 1A: “Risk Factors.” We caution you not to place undue reliance on these forward-looking
statements, which speak only as of their respective dates. We undertake no obligation to publicly update or revise forward-looking
statements to reflect events or circumstances after releasing this supplemental information or to reflect the occurrence of unanticipated
events, except as required by law.
2 | Proprietary and Confidential
Investment Highlights
Introduction
Multiple Growth Drivers for Bandwidth – Fiber & colo are critical infrastructure
Leading Bandwidth Infrastructure Asset – Provides strong competitive moat
Disciplined Infrastructure Strategy – Drives best-in-class economics
Operating and M&A Excellence – Results in a platform for growth
Capable, Experienced Management Team – With a unique partnership philosophy
Compelling Financial Model – Delivers equity value
3 | Proprietary and Confidential
Zayo – The Leading
Bandwidth Infrastructure Company
Summary Financials1
($M)
$1,430
Founded in 2007
58% adjusted
EBITDA margin
34 acquisitions for $4.6B
6,500,000 fiber miles, averaging 80 fibers
$829
per route
17,500 on-net buildings including >5,000 towers &
small cells and >800 datacenters
Operate 45 datacenters and interconnection facilities
Revenue
1
Pro Forma to reflect the Latisys acquisition as if it were acquired on Jan 1, 2015.
4 | Proprietary and Confidential
Adj. EBITDA
Zayo Wins Everywhere
Bandwidth Grows
North American Internet Traffic per Month
(IP Traffic, PB)
45,000
40,000
35,000
30,000
traffic multiplied ~
25,000
30x from 2004 to 2014
20,000
15,000
10,000
5,000
0
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Video
Mobile
(PB/Month)
Metro IP Traffic
Cloud Revenue
($B)
(Mobile Traffic, PB/Month)
80,000
3,000
60,000
(IP Traffic, PB/Month)
$160
40,000
$120
30,000
2,000
40,000
2,954
64,347
1,000
20,000
17,506
0
0
2013
2018
Sources: Gartner, IDC, Cisco VNI.
5 | Proprietary and Confidential
$80
$40
389
2013
150
36,148
10,000
70
12,194
$0
2018
20,000
0
2013
2018
2013
2018
Fiber is the Core Component of
Communications Infrastructure
6 | Proprietary and Confidential
Consolidation Creates Favorable Backdrop
Consolidation has improved market conditions
CFS
Lexant
Zayo acquired
*Selection of telecos acquired between 2004-2015
Continued consolidation represents opportunity for Zayo
SRPTelecom
7 | Proprietary and Confidential
Network Scale & Reach
Provides Competitive Advantage
17,500 buildings
6,500,000 fiber miles
Legend
84,200 route miles
Metro Fiber Market
Longhaul / Regional Fiber
308 markets
~80 average fiber count
8 | Proprietary and Confidential
Network Density & Depth
are Barriers to Entry
New York/New Jersey
United Kingdom
5 Miles
3 Miles
New York Metro
9 | Proprietary and Confidential
Northern California
London Metro
3 Miles
San Francisco Metro
Network Density & Depth
are Barriers to Entry
Colorado – Front Range
Georgia – Atlanta
5 Miles
Indiana – Indianapolis
Atlanta Metro
3 Miles
10 | Proprietary and Confidential
Indianapolis Metro
Expanding the Moat
in the Minneapolis Metro
4 Acquisitions
Onvoy Acquisition (2007)
AFS Acquisition (2010)
360networks Acquisition (2011)
Access Comm Acquisition (2013)
3 Network Builds
Government Stimulus (2011)
FTT Project #1 (2011)
FTT Project #2 (2014)
2,300 route miles
connecting 950 buildings
10 Miles
11 | Proprietary and Confidential
Interconnect-Oriented Colocation is
Critical Bandwidth Infrastructure
Latisys Acquisition Fills zColo Market Gaps
60 Hudson, NYC
38 Rue des Jeûneurs,
Paris
165 Halsey,
Newark
12201 Tukwila, Seattle
600 S Federal,
Chicago
1808 B&C Swift,
Oak Brook
17222 Von Karman,
6/7 Harbour
Exchange,
London
800 E Business Center,
Mount Prospect
Irvine
7185 Pollock,
Las Vegas
111 8th, NYC
391 & 393
Inverness,
Englewood
21631 & 21635
Red Rum, Ashburn
209 10th Ave S,
Nashville
1100 White St, Atlanta
Pro-forma for Latisys:
45 sites in US & France
8 additional from Latisys
7218 McNeil, Austin
>500,000 billable sq ft
187k additional from Latisys
The Infomart, Dallas
36 NE
12 | FY2015 Q2 Supplemental Earnings Information
2nd
St, Miami
12
Exclusively Focused on
Bandwidth Infrastructure
Cloud & Connectivity
Physical
Infrastructure
Product Offering
1
2
% Revenue1
~ Adj EBITDA
Margin (%) 2
~Avg New
Contract
Dark Fiber
Leased raw fiber
29%
70%
11 years
Mobile Infrastructure
Tower/small cell backhaul
7%
60%
16 years
Interconnect-Oriented Colo
Space, power &
interconnects
13%
50%
3 years
Subtotal
49%
65%
10 years
Wavelengths
1G, 2.5G, 10G & 100G
waves
20%
50%
3 years
Ethernet
Switched & dedicated
service
14%
60%
4 years
IP Services
Internet access & transit
9%
60%
3 years
SONET
Legacy carrier-grade
service
7%
50%
2 years
Cloud Services
Infrastructure-as-aService
1%
40%
3 years
Subtotal
51%
50%
3 years
Based on quarter ended Mar 15 Physical Infrastructure & Cloud & Connectivity segment revenue; revenue from “Other” segment represents 4% of total revenue.
Estimated based on quarter ended March 31, 2015 Adjusted EBITDA.
13 | Proprietary and Confidential
Serving the Largest & Most Sophisticated
Bandwidth Infrastructure Users
Customer Mix
Select Customers
Wireline
Services
8%
Public Sector /
Healthcare
8%
Manufacturing /
Transportation
3%
Wireless
Wireline
31%
Finance
10%
Content
Cloud /
Datacenter
Cloud / Datacenter
7%
Finance
Content
17%
Wireless
15%
Public Sector /
Healthcare
7,221 total customers
Services
~$190k average rev per customer
Manufacturing /
Transportation
largest customer ~6% of revenue
14 | Proprietary and Confidential
Infrastructure Model Drives
Best-in-Class Economics
Adj. EBITDA Margin1
Historical Equity Value Creation
($M)
60%
58%
41%
31%
Towers
Datacenters
Telecom Services
Adj. UFCF Margin2
46%
45%
24%
22%
12%
$143
2008
4
Towers
Datacenters
3
Telecom Services
$217
$256
$272
$425
$719
2009
2010
2011
2012
2013
Equity Invested
$1,060
2014
Equity Value Created
Source: Public Filings
Note: Towers includes Crown Castle, American Tower and SBA Communications; Datacenters include Equinix, Coresite, QTS, CyrusOne and INXN; Telecom Services include Level 3 and Cogent
1 Zayo based on March 31, 2015 LQA; peers based on most recent fiscal year and exclude stock-based compensation
2 Adjusted Unlevered Free Cash Flow is equal to Adjusted EBITDA less amortized revenue (MAR) less “Net Capital” ; Net Capital is equal to “Cash Outflows for Purchases of Property and Equipment” less “Additions to Deferred Revenue”
3 Data set based on Equinix given unevenness of year-to-year capex for remainder of datacenter companies
4 17% and 45% represent the lowest and highest quarterly adjusted UFCF Margin, respectively, over the last two years.
15 | Proprietary and Confidential
Proven M&A Competency
34 acquisitions since 2007
10.1x LQA adj. EBITDA multiple
7.4x post synergies
U.S. Carrier
 Know all
possible targets
 Dialogue early
and often
CFS
Diligence
 Focused
Source
Regional Markets
 Rapid
and decisive
 Our operational
platform
 Achievement
of synergies



“Positioned
to Win”
Integrate
16 | Proprietary and Confidential
Assets
Cash Flow
Durability
 Performed by
internal operational
teams
Execute




Speed
Flexibility
Certainty
Clarity
Mission & Vision
Mission
Accelerate our customers’
capabilities to enrich, entertain,
teach, protect, and inspire the people
of the world by providing enormous
bandwidth and connectivity over our
exceptional network infrastructure.
Vision
Amass fundamentally valuable
fiber, data center, and structure
assets and unleash their full
value by providing thoughtful
and innovative bandwidth
infrastructure services.
17 | Proprietary and Confidential
Operational Platform Built for Scope and Scale
Acquisitions
Products
• SEC filer since 2010
• industry-leading
disclosure
Strategic Product
Groups
ZGH
Physical
Lit
Other
• decentralized decisions
& accountability
• agile & entrepreneurial
Geographies
Investor Alignment
Financial
Transparency
highly
differentiated
approach from
traditional “telco”
model
fully integrated business
with an extensible model
can further scale
• owner’s manual sets
expectation
• performance-based
comp
Force.com
NPV & Equity
Incentive
• Cloud-based OSS/BSS
• innovative shopping
experience
• employees
compensated on equity
value created
NPV =
• sales compensated on
NPV
Mission, Vision and Values
18 | Proprietary and Confidential
Operating Results Reflect Success of Platform
Net New Sales (Bookings)
$7.0
($M)
$6.1
$5.8
Record bookings in Mar-15
$5.2
$5.2
Gross Installations
Mar-14
Jun-14
Sep-14
Dec-14
Mar-15
($M)
$5.1
$5.3
$5.4
$5.5
Mar-14
Jun-14
Sep-14
Dec-14
$5.9
Gross installs have shown steady increases
per quarter
Net Installations
$1.8
$1.7
($M)
$1.7
$1.5
$1.5
Platform success leads to gradual increase
of net installs
Mar-14
Jun-14
19 | Proprietary and Confidential
Sep-14
Dec-14
Mar-15
Mar-15
Proven Management Team
Focused on Growing Equity Value
Individual and collective history
in bandwidth infrastructure industry
Dan Caruso
Chairman & CEO
Ken desGarennes
CFO
ICG, Level 3, MFS, Ameritech
Gores, Accenture, First Union
Matt Erickson
President,
Physical Infrastructure
ICG, Level 3, PriceWaterhouse
Chris Morley
President,
Cloud & Connectivity
One Comm., Fanch Comm.
David Howson
Chief Network & Services
Officer and Head of Europe
Level 3, MFS, MKI
Glenn Russo
President
Sales & Service
Level 3, Bridgeworks, Exxon Mobil
Operational, M&A and capital markets
expertise
Institutionalized focus on equity
value creation
Partnership philosophy articulated in owner’s
manual and evidenced by performance-based
compensation
Transparent and accessible management
providing industry-leading disclosure
Stephanie Copeland
President, zColo
Scott Beer
General Counsel
Qwest, Cable & Wireless, MFS
Level 3, ICG, MCI WorldCom
20 | Proprietary and Confidential
Compelling Financial Model
Growth & Operating Leverage
+
Visibility
+
Capital Efficiency
+
Cash Flow
+
Optimized Balance Sheet
=
Equity Value Creation
21 | Proprietary and Confidential
Growth & Operating Leverage
Revenue
33 consecutive quarters of growth
($M)
$341
$321
15% revenue CAGR since Mar-13
$324
$297
$257
$262
$268
Mar-13
Jun-13
Sep-13
$277
$281
Dec-13
Mar-14
estimate 7% organic revenue growth since
Mar-122
Jun-14
Sep-14
Dec-14
Mar-15
57%
59%
58%
Adjusted EBITDA
($M)
58%
58%
58%
58%
59%
58%
$183
$148
$156
$152
$162
$165
$190
$199
$171
margins have expanded to 58% from 30% in
the beginning of fiscal 2009
16% Adjusted EBITDA CAGR since Mar-13
1
Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15
Adj. EBITDA Margin
1
2
Adjusted for $10.2M one-time cost associated with lease termination costs.
CAGR based on establishing a weighted average date based on acquisition date and revenue.
22 | Proprietary and Confidential
Privileged and Confidential
20
Visibility
Revenue Under Contract
($B)
$3.4
$3.5
$3.7
$4.1
$4.4
$4.7
$5.1
$5.2
$5.8
$5.8B of revenue under contract
with 45 months of weighted average
remaining contract term
Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15
96% of our revenue is recurring in nature
Remaining Contract Term
(Months)
41
36
37
43
43
44
45
45
37
Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15
Industry-leading disclosure published quarterly:
bookings
pipeline
installs / churn
capital expenditures
23 | Proprietary and Confidential
Capital Efficiency
Capital Expenditures
($M)
$89
$95
$7
$7
$105
$79
$81
$84
$8
$8
$6
$89
$6
$10
$120
$120
$9
$10
90%+ of capital expenditures are growth-based
Net Capital Expenditures
Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15
Other
Growth
($M)
$96
$92
$102
$67
On average ~35% of capital expenditures are
covered by upfront customer payments
$87
$63
$88
$91
($35)
($24)
$115
$72
$65
$26
($4)
$95
($23)
($65)
$130
$130
$89
$91
($41)
($39)
$46
($49)
($43)
Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15
Cash From Upfront Payments
Cash Outflows for Fixed Asset Purchases
Net Capital Expenditures
Payback Period
(Months)
Based on committed contracts, paybacks on
38
35
11
9
10
16
17
16
15
Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15
24 | Proprietary and Confidential
new sales have averaged 19
months
Longer paybacks in Sep-14 & Mar-15 driven by
several speculative fiber projects totaling over
4,000 route miles of new fiber network
Positive Free Cash Flow Generation
Generated over $230M of Levered Free Cash Flow in over the last 9 quarters
Cash Flow
$157
$160
$168
$153
$103
$85
$97
$118
$66
$65
$124
$65
$38
($67)
Mar-13
($59)
Jun-13
CFFO
1
$10
$1
($11)
($96)
Sep-13
($102)
Dec-13
($87)
Mar-14
Cash Outflows for Fixed Asset Purchases
Equal to Cash Flow from Operations less Cash Outflows for Fixed Asset Purchases
25 | Proprietary and Confidential
$3
($88)
Jun-14
($6)
($91)
($95)
($115)
Sep-14
Dec-14
Mar-15
Levered Free Cash Flow
1
Optimized Balance Sheet
Balance Sheet
($M)
Mar-14
Cash and Cash Equivalents
274
Property & Equipment, Net
3,199
Total Assets
6,066
Debt
3,741
Total Stockholders’ Equity
1,150
strong liquidity with ~$275M of cash on hand
and ~$450M in undrawn revolving credit
capacity
Pro forma leverage of 4.5x
Debt Structure
($M)
L+275bps
10.125%
6.000%
6.375%
$5,000
$1,430
$4,000
$3,000
$350
$326
Will realize cash interest savings from recent
refinancing of 2012 notes
Target leverage of 3-5x; will fluctuate with
acquisition cycle
$2,000
$1,000
$0
Term Loan due Unsecured
20211
Notes due
2020
Unsecured
Notes due
2023
Unsecured
Notes due
20251
Interest Rate
1
Closed on May 6, 2015 to refinance the previous Term Loan and Secured Notes due 2019 and 2020, respectively.
26 | Proprietary and Confidential
Equity Value Creation
Operating Model
($M)
Mar-15 LQA
Revenue
Adjusted EBITDA
Margin
Interest
Cash Tax Rate
Net Capex
(Percent of Revenue)
Equity Value Creation
Medium-Term
Target 1
~$1.3B
high single digits
organic growth
58%
~70%
incremental
~$210M
~$200M (after
recent refi
activity)
NM
<5%
~27%
25-30%
adjusted EBITDA growth and expansion
customer-driven asset expansion
accretive acquisitions
free cash flow
potential return of capital
Net operating loss carry-forwards of $1.1B provide significant tax shield in medium term
High degree of levered free cash flow discretion given success-based nature of capex
and opportunistic M&A
The information provided is purely indicative in nature and not a guarantee of future performance. A number of factors, including risks described in the “Risk
Factors” section of the Registration Statement, could cause actual results to differ materially and adversely from the information provided
1
27 | Proprietary and Confidential
Company Values
EMBRACE COLLEAGUES
ENAMOR CUSTOMERS
DELIGHT INVESTORS
LEAPFROG RIVALS
PURSUE INNOVATION
OWN OUTCOMES
IMPACT WORLD
ENJOY JOURNEY
28 | Proprietary and Confidential
Investment Highlights
Multiple Growth Drivers for Bandwidth – Fiber & colo are critical infrastructure
Leading Bandwidth Infrastructure Asset – Provides strong competitive moat
Disciplined Infrastructure Strategy – Drives best-in-class economics
Operating and M&A Excellence – Results in a platform for growth
Capable, Experienced Management Team – With a unique partnership philosophy
Compelling Financial Model – Delivers equity value
29 | Proprietary and Confidential
Thank You
We welcome your questions and feedback.