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.
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