Zayo 8-K Completion of Acquisition or Disposition of Assets

Exhibit 99.1

ZAYO GROUP, LLC

UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Zayo Enterprise Networks Spin-off

Subsequent to the spin-off on April 1, 2011 of Zayo Enterprise Networks, LLC (“ZEN”) to Zayo Group Holdings, Inc., the parent and sole shareholder of Zayo Group, LLC (“Zayo Group” or “the Company”), the Company will not own any shares of ZEN and will no longer consolidate the financial results of ZEN. The historical financial results of ZEN will be reflected in the Company’s consolidated financial statements as discontinued operations.

Pro Forma Information

The accompanying unaudited pro forma condensed consolidated balance sheet of Zayo Group as of December 31, 2010, is presented as if the separation had occurred on December 31, 2010. The accompanying unaudited pro forma condensed consolidated statements of operations of Zayo Group for the six months ended December 31, 2010 and the year ended June 30, 2010 are presented as if the separation had occurred on July 1, 2009.

The accompanying unaudited pro forma condensed consolidated financial information is presented based on information available, is intended for informational purposes only and is not necessarily indicative of and does not purport to represent the financial condition or operating results that would have actually occurred had the separation occurred as described, nor is it necessarily indicative of the Company’s future financial condition or operating results. In addition, the accompanying unaudited pro forma condensed consolidated financial information does not reflect actions that may be undertaken by management after the separation. The accompanying unaudited pro forma condensed consolidated financial information should be read together with our December 31, 2010 unaudited condensed consolidated financial statements and the related notes appearing in our quarterly report on Form 10-Q filed with the SEC on February 11, 2011, and in our audited annual financial statements as of and for the year ended June 30, 2010, included in Amendment No. 1 to the Form S-4 filed with the Securities and Exchange Commission on November 8, 2010.

The following is a brief description of the amounts recorded under each of the column headings in the accompanying unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statements of operations:

Zayo Group, LLC Historical

This column reflects the Company’s historical financial position as of December 31, 2010, and historical operating results for the six months ended December 31, 2010 and the year ended June 30, 2010 prior to any pro forma adjustments described under the headings “ZEN Spin-off” and “Pro Forma Adjustments” below.

ZEN Spin-off

This column reflects ZEN’s historical financial position as of December 31, 2010, and its historical operating results for the six months ended December 31, 2010 and the year ended June 30, 2010. The figures in this column exclude revenue and expense transactions with Zayo Group and its subsidiaries and any intercompany asset and liability balances between Zayo Group and its subsidiaries and ZEN that were historically eliminated upon consolidation.

Pro Forma Adjustments

This column represents pro forma adjustments for transactions between ZEN and the Company and its subsidiaries that were previously eliminated in consolidation, and are reflected in the Company’s condensed consolidated financial position and results of operations upon the completion of the separation. These adjustments are more fully described in the notes to the unaudited pro forma condensed consolidated financial information.

ZAYO GROUP, LLC

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

December 31, 2010
(Unaudited)

	Zayo Group,				Pro Forma			Pro Forma As
	LLC Historical		ZEN Spin-off1		Adjustments2			Adjusted
Assets
Current assets
Cash and cash equivalents	$	19,865	$	1,270	$	—		$	18,595
Restricted cash, current		551		—		—			551
Trade receivables, net		17,634		1,196		—			16,438
Other receivables		1,164		—		—			1,164
Prepaid expenses		6,392		343		—			6,049
Deferred income taxes		1,938		—		436	a		2,374
Total current assets		47,544		2,809		436			45,171
Property and equipment, net		490,240		3,616		—			486,624
Intangible assets, net		113,853		2,667		—			111,186
Goodwill		83,010		897		—			82,113
Deferred income taxes		2,244		—		1,745	a		3,989
Debt issuance costs, net		12,553		—		—			12,553
Investment in US Carrier		15,075		—		—			15,075
Other assets		4,510		55		—			4,455
Total assets	$	769,029	$	10,044	$	2,181		$	761,166
LIABILITIES AND MEMBER’S EQUITY
Current liabilities Accounts payable	$	10,910	$	404	$	—		$	10,506
Accrued liabilities		18,951		789		—			18,162
Accrued interest		10,594		—		—			10,594
Due to related parties		151		10		89	b		52
Current portion of capital lease obligations		1,165		—		—			1,165
Deferred revenue, current portion		13,909		77					13,832
Deferred tax liability, current portion		—		436		(436	)a		—
Customer Deposits		3,574		—		—			3,574
Total current liabilities		59,254		1,716		(347	)		57,885
Capital lease obligations, net of current portion		10,708		—		—			10,708
Long-term debt, net of current portion		354,342		—		—			354,342
Deferred revenue, net of current portion		63,380		77		—			63,303
Stock-based compensation liability		28,231		104		—			28,127
Deferred tax liability, net of current portion		—		1,745		(1,745	)a		—
Other long term liabilities		2,684		8		—			2,676
Total liabilities		518,599		3,650		(2,092	)		517,041
Member’s equity		250,430		6,394		(89	)		244,125
Total liabilities and member’s equity	$	769,029	$	10,044	$	(2,181	)	$	761,166

ZAYO GROUP, LLC

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the six months ended December 31, 2010
(Unaudited)

	Zayo Group,
	LLC						Pro Forma			Pro Forma As
	Historical			ZEN Spin-off1			Adjustments2			Adjusted
Revenue	$	146,463		$	11,251		$	922	a	$	136,134
Operating costs and expenses
Operating costs, excluding depreciation and amortization		40,581			5,639						34,942
Selling, general and administrative expenses		47,565			3,006			(309	)a, b		44,868
Stock-based compensation		7,027			37			—			6,990
Depreciation and amortization		28,899			1,210			—			27,689
Total operating costs and expenses		124,072			9,892			(309	)		114,489
Operating income		22,391			1,359			613			21,645
Other expense
Interest expense		(15,289	)		—			—			(15,289	)
Other expense		(177	)		—			—			(177	)
Total other expense, net		(15,466	)		—			—			(15,466	)
Earnings from continuing operations before income taxes		6,925			1,359			613			6,179
Provision for income taxes		(5,316	)		(544	)c		(239	)c		(5,011	)
Net earnings	$	1,609		$	815		$	374		$	1,168

ZAYO GROUP, LLC

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended June 30, 2010
(Unaudited)

	Zayo Group,
	LLC						Pro Forma			Pro Forma As
	Historical			ZEN Spin-off1			Adjustments2			Adjusted
Revenue	$	224,045		$	24,714		$	3,718	a	$	203,049
Operating costs and expenses
Operating costs, excluding depreciation and amortization		73,537			10,848						62,689
Selling, general and administrative expenses		73,771			7,832			(588	)a, b		66,527
Stock-based compensation		18,228			61			—			18,167
Depreciation and amortization		41,184			2,445			—			38,739
Total operating costs and expenses		206,720			21,186			(588	)		186,121
Operating income		17,325			3,528			3,130			16,928
Other income (expense)
Interest expense		(18,692	)		—			—			(18,692	)
Other income		10,607			—			—			10,607
Loss on extinguishment of debt		(5,881	)		—			—			(5,881	)
Total other income/(expense), net		(13,966	)		—			—			(13,966	)
Earnings from continuing operations before income taxes		3,359			3,528			3,130			2,962
Provision for income taxes		(6,293	)		(1,400	)c		(1,221	)c		(6,114	)
Earnings/(loss) from continuing operations	$	(2,934	)	$	2,128		$	1,909		$	(3,152	)

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

Note 1: Unaudited pro forma adjustments to condensed consolidated balance sheet as of December 31, 2010.

The pro forma adjustments to Zayo Group’s unaudited condensed consolidated balance sheet as of December 31, 2010, relate to (1) the elimination of the assets, liabilities and equity of ZEN (2) other adjustments as follows:

(a)	A reclassification of deferred income taxes for presentation purposes.
(b)	Adjustments for transactions between Zayo Group and ZEN that were eliminated in consolidation in the preparation of Zayo Group’s historical condensed consolidated financial statements, but that would be reflected as payables and/or receivables from affiliates if the spin-off had been consummated on December 31, 2010.

Note 2: Unaudited pro forma adjustments to condensed consolidated statements of operations for the six months ended December 31, 2010 and the year ended June 30, 2010.

The pro forma adjustments to Zayo Group’s unaudited condensed consolidated statements of operations for the six months ended December 31, 2010, and for the year ended June 30, 2010 relate to (1) the elimination of the results of operations of ZEN and (2) other adjustments as follows:

(a)	Adjustments to revenue and selling, general and administrative expenses that relate to intercompany transactions between Zayo Group and ZEN that were historically eliminated in consolidation but would be reflected in Zayo Group’s results of operations if the spin-off had occurred on July 1, 2009
(b)	Adjustment to selling, general and administrative expenses related to overhead costs which were historically allocated to the ZEN segment which would have remained a cost of Zayo Group had the spin-off been consummated on July 1, 2009. Zayo Group allocated overhead expenses to the ZEN segment of $135 and $229 during the six months ended December 31, 2010 and year ended June 30, 2010, respectively. These amounts have been added back as a pro forma adjustment.
(c)	As the Company has not historically allocated income tax expense to its subsidiaries, the income tax expense for ZEN historical has been adjusted to reflect an assumed effective tax rate of 39.0%. The income tax impact on the pro forma adjustments has also been adjusted to reflect an assumed effective tax rate of 39.0%.