Condensed Consolidating Financial Information | 3 Months Ended |
Sep. 30, 2013 |
Condensed Consolidating Financial Information [Abstract] | ' |
Condensed Consolidating Financial Information | ' |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
As discussed in Note 6 – Long-Term Debt, on July 2, 2012, the Company co-issued, with its 100% owned finance subsidiary, Zayo Capital, Inc., $750,000 Senior Secured Notes and $500,000 Senior Unsecured Notes. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by all of the Company’s current and future domestic restricted subsidiaries. Zayo Capital does not have independent assets or operations. The non-guarantor subsidiaries consist of the foreign subsidiaries that were acquired in conjunction with the Company's acquisition of AboveNet. |
The accompanying condensed consolidating financial information has been prepared and is presented to display the components of the Company’s balance sheets, statements of operations and statements of cash flows in a manner that allows an existing or future holder of the Company’s Notes to review and analyze the current financial position and recent operating results of the legal subsidiaries that guarantee the Company’s debt obligations. |
The operating activities of the separate legal entities included in the Company’s consolidated financial statements are interdependent. The accompanying condensed consolidating financial information presents the results of operations, financial position and cash flows of each legal entity. Zayo Group and its guarantors provide services to each other during the normal course of business. These transactions are eliminated in the consolidated results of operations of the Company. Activity related to income taxes is included at the issuer, or Zayo Group, LLC, level and is not allocated to the Company's guarantor and non-guarantor subsidiaries in the condensed consolidated financial information presented below. |
Condensed Consolidating Balance Sheets (Unaudited) |
September 30, 2013 |
| |
| | | | | | | | | | | | | | | | | | | | | |
| | Zayo Group, | | Guarantor | | Non- | | Eliminations | | Total | |
LLC | Subsidiaries | Guarantor | |
| | Subsidiaries | |
| | (Issuer) | | | | | | | | | |
Assets | | | | | | | | | | | |
Current assets | | | | | | | | | | | |
Cash and cash equivalents | | $ | 88,146 | | | $ | 1,013 | | | $ | 3,274 | | | $ | — | | | $ | 92,433 | | |
|
Trade receivables, net | | 40,920 | | | 5,122 | | | 16,494 | | | — | | | 62,536 | | |
|
Due from related parties | | 533 | | | — | | | — | | | — | | | 533 | | |
|
Prepaid expenses | | 13,519 | | | 2,239 | | | 2,915 | | | — | | | 18,673 | | |
|
Deferred income taxes | | 30,600 | | | — | | | — | | | — | | | 30,600 | | |
|
Other assets | | 1,931 | | | 6 | | | 52 | | | — | | | 1,989 | | |
|
Total current assets | | 175,649 | | | 8,380 | | | 22,735 | | | — | | | 206,764 | | |
|
Property and equipment, net | | 2,291,534 | | | 61,893 | | | 95,337 | | | — | | | 2,448,764 | | |
|
Intangible assets, net | | 575,681 | | | 18,036 | | | 33,477 | | | — | | | 627,194 | | |
|
Goodwill | | 620,456 | | | 15,058 | | | 49,770 | | | — | | | 685,284 | | |
|
Debt issuance costs, net | | 95,901 | | | — | | | — | | | — | | | 95,901 | | |
|
Deferred income taxes, net | | 53,732 | | | — | | | — | | | — | | | 53,732 | | |
|
Other assets | | 24,305 | | | 3,750 | | | 805 | | | — | | | 28,860 | | |
|
Related party receivable, long-term | | 10,500 | | | — | | | — | | | (10,500 | ) | | — | | |
|
Investment in subsidiary | | 231,567 | | | — | | | — | | | (231,567 | ) | | — | | |
|
Total assets | | $ | 4,079,325 | | | $ | 107,117 | | | $ | 202,124 | | | $ | (242,067 | ) | | $ | 4,146,499 | | |
|
Liabilities and member’s equity | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | |
Current portion of long-term debt | | $ | 16,200 | | | $ | — | | | $ | — | | | $ | — | | | $ | 16,200 | | |
|
Accounts payable | | 17,550 | | | 923 | | | 2,449 | | | — | | | 20,922 | | |
|
Accrued liabilities | | 98,246 | | | 5,968 | | | 8,226 | | | — | | | 112,440 | | |
|
Accrued interest | | 26,387 | | | — | | | — | | | — | | | 26,387 | | |
|
Capital lease obligations, current | | 1,881 | | | 5,731 | | | — | | | — | | | 7,612 | | |
|
Due to related parties | | (2,198 | ) | | — | | | 2,198 | | | — | | | — | | |
|
Deferred revenue, current | | 51,671 | | | 882 | | | 2,060 | | | — | | | 54,613 | | |
|
Total current liabilities | | 209,737 | | | 13,504 | | | 14,933 | | | — | | | 238,174 | | |
|
Long-term debt, non-current | | 2,811,323 | | | — | | | — | | | — | | | 2,811,323 | | |
|
Related party debt, long-term | | — | | | — | | | 10,500 | | | (10,500 | ) | | — | | |
|
Capital lease obligations, non-current | | 5,865 | | | 9,820 | | | — | | | — | | | 15,685 | | |
|
Deferred revenue, non-current | | 327,212 | | | 3,920 | | | 3,254 | | | — | | | 334,386 | | |
|
Stock-based compensation liability | | 195,279 | | | 3,703 | | | 2,081 | | | — | | | 201,063 | | |
|
Deferred income taxes, net | | — | | | — | | | 7,374 | | | — | | | 7,374 | | |
|
Other long-term liabilities | | 11,190 | | | 8,517 | | | 68 | | | — | | | 19,775 | | |
|
Total liabilities | | 3,560,606 | | | 39,464 | | | 38,210 | | | (10,500 | ) | | 3,627,780 | | |
|
Member’s equity | | | | | | | | | | | |
Member’s interest | | 755,407 | | | 33,874 | | | 149,999 | | | (231,567 | ) | | 707,713 | | |
|
Accumulated other comprehensive income | | — | | | — | | | 4,704 | | | — | | | 4,704 | | |
|
(Accumulated deficit)/retained earnings | | (236,688 | ) | | 33,779 | | | 9,211 | | | — | | | (193,698 | ) | |
|
Total member’s equity | | 518,719 | | | 67,653 | | | 163,914 | | | (231,567 | ) | | 518,719 | | |
|
Total liabilities and member’s equity | | $ | 4,079,325 | | | $ | 107,117 | | | $ | 202,124 | | | $ | (242,067 | ) | | $ | 4,146,499 | | |
|
Condensed Consolidating Balance Sheets (Unaudited) |
June 30, 2013 |
|
| | | | | | | | | | | | | | | | | | | | | |
| | Zayo Group, | | Guarantor | | Non- | | Eliminations | | Total |
LLC | Subsidiaries | Guarantor |
| | Subsidiaries |
| | (Issuer) | | | | | | | | |
Assets | | | | | | | | | | |
Current assets | | | | | | | | | | |
Cash and cash equivalents | | $ | 83,608 | | | $ | 1,009 | | | 3,531 | | | $ | — | | | $ | 88,148 | |
|
Trade receivables, net | | 52,377 | | | 4,284 | | | 11,150 | | | — | | | 67,811 | |
|
Due from related parties | | 2,113 | | | — | | | (384 | ) | | (1,107 | ) | | 622 | |
|
Prepaid expenses | | 14,768 | | | 1,634 | | | 2,786 | | | — | | | 19,188 | |
|
Deferred income taxes | | 30,600 | | | — | | | — | | | — | | | 30,600 | |
|
Restricted cash | | — | | | — | | | — | | | — | | | — | |
|
Other assets, current | | 2,843 | | | 6 | | | 2 | | | — | | | 2,851 | |
|
Total current assets | | 186,309 | | | 6,933 | | | 17,085 | | | (1,107 | ) | | 209,220 | |
|
Property and equipment, net | | 2,274,764 | | | 48,673 | | | 87,783 | | | — | | | 2,411,220 | |
|
Intangible assets, net | | 585,590 | | | 18,695 | | | 31,973 | | | — | | | 636,258 | |
|
Goodwill | | 620,812 | | | 15,055 | | | 46,908 | | | — | | | 682,775 | |
|
Debt issuance costs, net | | 99,098 | | | — | | | — | | | — | | | 99,098 | |
|
Deferred income taxes, net | | 60,036 | | | — | | | — | | | — | | | 60,036 | |
|
Other assets | | 25,332 | | | 3,130 | | | 822 | | | — | | | 29,284 | |
|
Related party receivable, long-term | | 10,427 | | | — | | | — | | | (10,427 | ) | | — | |
|
Investment in subsidiary | | 216,224 | | | — | | | — | | | (216,224 | ) | | — | |
|
Total assets | | $ | 4,078,592 | | | $ | 92,486 | | | 184,571 | | | $ | (227,758 | ) | | $ | 4,127,891 | |
|
Liabilities and member’s equity | | | | | | | | | | |
Current liabilities | | | | | | | | | | |
Current portion of long-term debt | | $ | 16,200 | | | $ | — | | | $ | — | | | $ | — | | | $ | 16,200 | |
|
Accounts payable | | 30,319 | | | 1,536 | | | 1,622 | | | — | | | 33,477 | |
|
Accrued liabilities | | 103,780 | | | 5,376 | | | 6,776 | | | — | | | 115,932 | |
|
Accrued interest | | 55,048 | | | — | | | — | | | — | | | 55,048 | |
|
Capital lease obligations, current | | 1,493 | | | 5,107 | | | — | | | — | | | 6,600 | |
|
Due to related-parties | | 25 | | | — | | | 1,082 | | | (1,107 | ) | | — | |
|
Deferred revenue, current | | 33,170 | | | 701 | | | 2,106 | | | — | | | 35,977 | |
|
Total current liabilities | | 240,035 | | | 12,720 | | | 11,586 | | | (1,107 | ) | | 263,234 | |
|
Long-term debt, non-current | | 2,814,505 | | | — | | | — | | | — | | | 2,814,505 | |
|
Related party debt, long-term | | — | | | — | | | 10,427 | | | (10,427 | ) | | — | |
|
Capital lease obligations, non-current | | 6,487 | | | 80 | | | — | | | — | | | 6,567 | |
|
Deferred revenue, non-current | | 318,188 | | | 3,850 | | | 4,142 | | | — | | | 326,180 | |
|
Deferred income taxes, net | | — | | | — | | | 5,560 | | | — | | — | | 5,560 | |
|
Stock-based compensation liability | | 154,435 | | | 2,794 | | | 1,291 | | | — | | | 158,520 | |
|
Other long-term liabilities | | 11,511 | | | 8,311 | | | 70 | | | — | | | 19,892 | |
|
Total liabilities | | 3,545,161 | | | 27,755 | | | 33,076 | | | (11,534 | ) | | 3,594,458 | |
|
Member’s equity | | | | | | | | | | |
Member’s interest | | 736,439 | | | 33,748 | | | 150,000 | | | (216,224 | ) | | 703,963 | |
|
Accumulated other comprehensive loss | | — | | | — | | | (4,755 | ) | | — | | | (4,755 | ) |
|
(Accumulated deficit)/retained earnings | | (203,008 | ) | | 30,983 | | | 6,250 | | | — | | | (165,775 | ) |
|
Total member’s equity | | 533,431 | | | 64,731 | | | 151,495 | | | (216,224 | ) | | 533,433 | |
|
Total liabilities and member’s equity | | $ | 4,078,592 | | | $ | 92,486 | | | 184,571 | | | $ | (227,758 | ) | | $ | 4,127,891 | |
|
Condensed Consolidating Statements of Operations (Unaudited) |
For the three months ended September 30, 2013 |
| |
| | | | | | | | | | | | | | | | | | | | | |
| | Zayo Group, | | Guarantor | | Non- | | Eliminations | | Total | |
LLC | Subsidiaries | Guarantor | |
| | Subsidiaries | |
| | (Issuer) | | | | | | | | | |
Revenue | | $ | 230,821 | | | $ | 18,709 | | | $ | 14,815 | | | $ | — | | | $ | 264,345 | | |
|
Operating costs and expenses | | | | | | | | | | | |
Operating costs, excluding depreciation and amortization | | 24,880 | | | 8,536 | | | 1,466 | | | — | | | 34,882 | | |
|
Selling, general and administrative expenses, excluding stock-based compensation | | 65,513 | | | 3,732 | | | 5,487 | | | — | | | 74,732 | | |
|
Stock-based compensation | | 41,078 | | | 909 | | | 697 | | | — | | | 42,684 | | |
|
Selling, general and administrative expenses | | 106,591 | | | 4,641 | | | 6,184 | | | — | | | 117,416 | | |
|
Depreciation and amortization | | 74,972 | | | 2,325 | | | 3,278 | | | — | | | 80,575 | | |
|
Total operating costs and expenses | | 206,443 | | | 15,502 | | | 10,928 | | | — | | | 232,873 | | |
|
Operating income | | 24,378 | | | 3,207 | | | 3,887 | | | — | | | 31,472 | | |
|
Other expenses | | | | | | | | | | | |
Interest expense | | (51,013 | ) | | (412 | ) | | (72 | ) | | — | | | (51,497 | ) | |
|
Other income, net | | 39 | | | 1 | | | 623 | | | — | | | 663 | | |
|
Equity in net earnings of subsidiaries | | 5,787 | | | — | | | — | | | (5,787 | ) | | — | | |
|
Total other (expenses)/income, net | | (45,187 | ) | | (411 | ) | | 551 | | | (5,787 | ) | | (50,834 | ) | |
|
(Loss)/earnings before provision for income taxes | | (20,809 | ) | | 2,796 | | | 4,438 | | | (5,787 | ) | | (19,362 | ) | |
|
Provision for income taxes | | 7,087 | | | — | | | 1,447 | | | — | | | 8,534 | | |
|
(Loss)/earnings from continuing operations | | (27,896 | ) | | 2,796 | | | 2,991 | | | (5,787 | ) | | (27,896 | ) | |
|
Earnings from discontinued operations, net of income taxes | | — | | | — | | | — | | | — | | | — | | |
|
Net (loss)/earnings | | $ | (27,896 | ) | | $ | 2,796 | | | $ | 2,991 | | | $ | (5,787 | ) | | $ | (27,896 | ) | |
|
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| | | | | | | | | | | | | | | | | | | | | |
|
Condensed Consolidating Statements of Operations (Unaudited) |
For the three months ended September 30, 2012 |
| |
| | | | | | | | | | | | | | | | | | | | | |
| | Zayo Group, | | Guarantor | | Non- | | Eliminations | | Total | |
LLC | Subsidiaries | Guarantor | |
| | Subsidiaries | |
| | (Issuer) | | | | | | | | | |
Revenue | | $ | 201,919 | | | $ | 15,072 | | | $ | 14,511 | | | $ | — | | | $ | 231,502 | | |
|
Operating costs and expenses | | | | | | | | | | | |
Operating costs, excluding depreciation and amortization | | 23,115 | | | 7,696 | | | 1,906 | | | — | | | 32,717 | | |
|
Selling, general and administrative expenses, excluding stock-based compensation | | 73,434 | | | 4,451 | | | 7,907 | | | — | | | 85,792 | | |
|
Stock-based compensation | | 10,125 | | | 154 | | | 202 | | | — | | | 10,481 | | |
|
Selling, general and administrative expenses | | 83,559 | | | 4,605 | | | 8,109 | | | — | | | 96,273 | | |
|
Depreciation and amortization | | 74,207 | | | 2,049 | | | 3,293 | | | — | | | 79,549 | | |
|
Total operating costs and expenses | | 180,881 | | | 14,350 | | | 13,308 | | | — | | | 208,539 | | |
|
Operating income | | 21,038 | | | 722 | | | 1,203 | | | — | | | 22,963 | | |
|
Other expenses | | | | | | | | | | | |
Interest expense | | (62,443 | ) | | 3 | | | (115 | ) | | — | | | (62,555 | ) | |
|
Loss on extinguishment of debt | | (64,975 | ) | | — | | | — | | | — | | | $ | (64,975 | ) | |
|
Other income, net | | 35 | | | — | | | 550 | | | — | | | 585 | | |
|
Equity in net earnings of subsidiaries | | 1,362 | | | — | | | — | | | (1,362 | ) | | — | | |
|
Total other expense, net | | (126,021 | ) | | 3 | | | 435 | | | (1,362 | ) | | (126,945 | ) | |
|
(Loss)/earnings from continuing operations before provision for income taxes | | (104,983 | ) | | 725 | | | 1,638 | | | (1,362 | ) | | (103,982 | ) | |
|
Provision/(benefit) for income taxes | | (37,589 | ) | | — | | | 1,001 | | | — | | | (36,588 | ) | |
|
Loss from continuing operations | | (67,394 | ) | | 725 | | | 637 | | | (1,362 | ) | | (67,394 | ) | |
|
Earnings from discontinued operations, net of income taxes | | 1,808 | | | — | | | — | | | — | | | 1,808 | | |
|
Net (loss)/earnings | | $ | (65,586 | ) | | $ | 725 | | | $ | 637 | | | $ | (1,362 | ) | | $ | (65,586 | ) | |
|
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Condensed Consolidating Statements of Cash Flows (Unaudited) |
For the three months ended September 30, 2013 |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | Zayo Group, | | Guarantor | | Non- | | Total | | | | | |
LLC | Subsidiaries | Guarantor | | | | | |
| | Subsidiaries | | | | | |
| | (Issuer) | | | | | | | | | | | |
Net cash provided by operating activities | | $ | 83,383 | | | $ | 7,521 | | | $ | 2,973 | | | $ | 93,877 | | | | | | |
| | | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchases of property and equipment | | (80,520 | ) | | (2,799 | ) | | (3,353 | ) | | (86,672 | ) | | | | | |
Acquisitions, net of cash acquired | | — | | | (294 | ) | | — | | | (294 | ) | | | | | |
| | | | |
Net cash used in investing activities | | (80,520 | ) | | (3,093 | ) | | (3,353 | ) | | (86,966 | ) | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Equity contributions | | 1,881 | | | — | | | — | | | 1,881 | | | | | | |
| | | | |
Principal repayments on long-term debt | | (4,050 | ) | | — | | | — | | | (4,050 | ) | | | | | |
| | | | |
Principal repayments on capital lease obligations | | (251 | ) | | (146 | ) | | — | | | (397 | ) | | | | | |
| | | | |
Debt issuance costs, net of early redemption fees | | (183 | ) | | — | | | — | | | (183 | ) | | | | | |
| | | | |
Net cash provided by/(used in) financing activities | | 1,675 | | | (4,424 | ) | | — | | | (2,749 | ) | | | | | |
| | | | |
Effect of changes in foreign exchange rates on cash | | — | | | — | | | 123 | | | 123 | | | | | | |
| | | | |
Net increase/(decrease) in cash and cash equivalents | | 4,538 | | | 4 | | | (257 | ) | | 4,285 | | | | | | |
| | | | |
Cash and cash equivalents, beginning of period | | 83,608 | | | 1,009 | | | 3,531 | | | 88,148 | | | | | | |
| | | | |
Cash and cash equivalents, end of period | | $ | 88,146 | | | $ | 1,013 | | | $ | 3,274 | | | $ | 92,433 | | | | | | |
| | | | |
Condensed Consolidating Statements of Cash Flows (Unaudited) |
For the three months ended September 30, 2012 |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | Zayo Group, | | Guarantor | | Non- | | Total | | | | | |
LLC | Subsidiaries | Guarantor | | | | | |
| | Subsidiaries | | | | | |
Net cash provided by/(used in) operating activities | | $ | 71,435 | | | $ | 5,202 | | | $ | 2,433 | | | $ | 79,070 | | | | | | |
| | | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Purchases of property and equipment, net of stimulus grants | | (61,901 | ) | | (3,253 | ) | | (1,502 | ) | | (66,656 | ) | | | | | |
Acquisitions, net of cash acquired | | (2,336,057 | ) | | — | | | 7,892 | | | (2,328,165 | ) | | | | | |
| | | | |
Net cash used in investing activities | | (2,397,958 | ) | | (3,253 | ) | | 6,390 | | | (2,394,821 | ) | | | | | |
| | | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Equity contributions | | 337,203 | | | — | | | — | | | 337,203 | | | | | | |
| | | | |
Principal repayments on capital lease obligations | | (378 | ) | | — | | | — | | | (378 | ) | | | | | |
| | | | |
Principal repayments on long-term debt | | (697,475 | ) | | — | | | — | | | (697,475 | ) | | | | | |
| | | | |
Payment of early redemption fees on debt extinguished | | (39,797 | ) | | — | | | — | | | (39,797 | ) | | | | | |
| | | | |
Dividend received/(paid) | | 636 | | | (636 | ) | | — | | | — | | | | | | |
| | | | |
Proceeds from borrowings | | 2,840,000 | | | — | | | — | | | 2,840,000 | | | | | | |
| | | | |
Changes in restricted cash | | 22,415 | | | — | | | — | | | 22,415 | | | | | | |
| | | | |
Cash contributed to ZPS | | (2,424 | ) | | — | | | — | | | (2,424 | ) | | | | | |
| | | | |
Payment of deferred debt issuance costs | | (82,508 | ) | | — | | | — | | | (82,508 | ) | | | | | |
| | | | |
Net cash provided by/(used in) financing activities | | 2,377,672 | | | (636 | ) | | — | | | 2,377,036 | | | | | | |
| | | | |
Cash flows from discontinued operations | | | | | | | | | | | | | |
Cash flows from discontinued operations | | 1,544 | | | — | | | — | | | 1,544 | | | | | | |
| | | | |
Effect of changes in foreign exchange rates on cash | | — | | | — | | | 208 | | | 208 | | | | | | |
| | | | |
Net increase in cash and cash equivalents | | 52,692 | | | 1,313 | | | 9,032 | | | 63,037 | | | | | | |
| | | | |
Cash and cash equivalents, beginning of period | | 149,574 | | | 1,119 | | | — | | | 150,693 | | | | | | |
| | | | |
Cash and cash equivalents, end of period | | $ | 202,266 | | | $ | 2,432 | | | $ | 9,032 | | | $ | 213,730 | | | | | | |
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