Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Dec. 31, 2015 | Feb. 12, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Zayo Group Holdings, Inc. | |
Entity Central Index Key | 1,608,249 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 243,856,677 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions | Dec. 31, 2015 | Jun. 30, 2015 |
Current assets | ||
Cash and cash equivalents | $ 176.2 | $ 308.6 |
Trade receivables, net of allowance of $4.2 and $3.4 as of September 30, 2015 and June 30, 2015, respectively | 73.9 | 88 |
Due from related parties | 0.5 | 0.6 |
Prepaid expenses | 33.8 | 37.3 |
Deferred income taxes, net | 129.8 | 129.5 |
Other assets | 5.6 | 3.9 |
Total current assets | 419.8 | 567.9 |
Property and equipment, net | 3,626.1 | 3,299.2 |
Intangible assets, net | 933 | 948.3 |
Goodwill | 1,222.2 | 1,224.4 |
Other assets | 72.4 | 54.8 |
Total assets | 6,273.5 | 6,094.6 |
Current liabilities | ||
Current portion of long-term debt | 16.5 | 16.5 |
Accounts payable | 66.2 | 40 |
Accrued liabilities | 182.2 | 182.2 |
Accrued interest | 40.2 | 57.2 |
Capital lease obligations, current | 5.4 | 4.4 |
Deferred revenue, current | 97.8 | 86.6 |
Total current liabilities | 408.3 | 386.9 |
Long-term debt, non-current | 3,649.8 | 3,652.2 |
Capital lease obligation, non-current | 30.5 | 28.3 |
Deferred revenue, non-current | 727.4 | 612.7 |
Deferred income taxes, net | 171.6 | 174.7 |
Other long-term liabilities | 37.6 | 28.6 |
Total liabilities | $ 5,025.2 | $ 4,883.4 |
Stockholders' equity | ||
Preferred stock, $0.001 par value-- 50,000,000 shares authorized; no shares issued and outstanding as of September 30, 2015 and June 30, 2015, respectively | ||
Common stock, $0.001 par value--850,000,000 shares authorized; 245,236,924 and 243,008,679 shares issued and outstanding as of September 30, 2015 and June 30, 2015, respectively | $ 0.2 | $ 0.2 |
Additional paid-in capital | 1,780.6 | 1,705.8 |
Accumulated other comprehensive loss | (19.6) | (7.9) |
Accumulated deficit | (512.9) | (486.9) |
Total stockholders' equity | 1,248.3 | 1,211.2 |
Total liabilities and stockholders' equity | $ 6,273.5 | $ 6,094.6 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2015 | Jun. 30, 2015 |
Statement Of Financial Position [Abstract] | ||
Trade receivables allowance | $ 4.8 | $ 3.4 |
Preferred Stock, Par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 850,000,000 | 850,000,000 |
Common stock, shares issued | 244,667,472 | 243,008,679 |
Common stock, shares outstanding | 244,667,472 | 243,008,679 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 369.6 | $ 323.9 | $ 736.4 | $ 644.5 |
Operating costs and expenses | ||||
Operating costs (excluding depreciation and amortization and including stock-based compensation-Note 8) | 112.2 | 97.8 | 225.2 | 205.1 |
Selling, general and administrative expenses (including stock-based compensation-Note 8) | 85 | 32.1 | 169.6 | 188.9 |
Depreciation and amortization | 113.7 | 96.9 | 230.8 | 192.9 |
Total operating costs and expenses | 310.9 | 226.8 | 625.6 | 586.9 |
Operating income/(loss) | 58.7 | 97.1 | 110.8 | 57.6 |
Other expenses | ||||
Interest expense | (51.2) | (53.4) | (105) | (100.3) |
Loss on extinguishment of debt | (30.9) | (30.9) | ||
Foreign currency loss on intercompany loans | (7.1) | (13.3) | (17.8) | (27.9) |
Other expense, net | (0.1) | (0.1) | (0.2) | (0.2) |
Total other expenses, net | (58.4) | (97.7) | (123) | (159.3) |
Loss from operations before income taxes | 0.3 | (0.6) | (12.2) | (101.7) |
Provision for income taxes | 11.1 | (4.4) | 13.8 | 5 |
Net loss | $ (10.8) | $ 3.8 | $ (26) | $ (106.7) |
Weighted-average shares used to compute net loss per share: | ||||
Basic | 244.8 | 236.2 | 243.9 | 229.6 |
Diluted | 244.8 | 237.2 | 243.9 | 229.6 |
Net loss per share: | ||||
Basic | $ (0.04) | $ 0.02 | $ (0.11) | $ (0.46) |
Diluted | $ (0.04) | $ 0.02 | $ (0.11) | $ (0.46) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Comprehensive Income Net Of Tax [Abstract] | ||||
Net (loss)/income | $ (10.8) | $ 3.8 | $ (26) | $ (106.7) |
Foreign currency translation adjustments | (7.7) | (8.7) | (11.7) | (21) |
Comprehensive loss | $ (18.5) | $ (4.9) | $ (37.7) | $ (127.7) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) - 6 months ended Dec. 31, 2015 - USD ($) $ in Millions | Common Stock [Member] | Additional paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Balance at Jun. 30, 2015 | $ 0.2 | $ 1,705.8 | $ (7.9) | $ (486.9) | $ 1,211.2 |
Balance (in shares) at Jun. 30, 2015 | 243,008,679 | 243,008,679 | |||
Stock-based compensation | 87.6 | $ 87.6 | |||
Stock-based compensation, shares | 2,385,120 | ||||
Tax benefits from stock-based compensation | 5.1 | 5.1 | |||
Foreign currency translation adjustments | (11.7) | (11.7) | |||
Repurchase and retirement of common shares | (17.9) | (17.9) | |||
Repurchase and retirement of common shares (in shares) | (726,327) | ||||
Net loss | (26) | (26) | |||
Balance at Dec. 31, 2015 | $ 0.2 | $ 1,780.6 | $ (19.6) | $ (512.9) | $ 1,248.3 |
Balance (in shares) at Dec. 31, 2015 | 244,667,472 | 244,667,472 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS € in Millions, $ in Millions | 6 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Cash flows from operating activities | ||
Net loss | $ (26) | $ (106.7) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Depreciation and amortization | 230.8 | 192.9 |
Loss on extinguishment of debt | 30.9 | |
Non-cash interest expense | 6.6 | 9.4 |
Stock-based compensation | 89 | 117.1 |
Amortization of deferred revenue | (41.9) | (34.6) |
Additions to deferred revenue | 86.6 | 84.1 |
Foreign currency loss on intercompany loans | 17.8 | 27.9 |
Excess tax benefit from stock-based compensation | (7.9) | |
Deferred income taxes | 8.3 | (0.7) |
Provision for bad debts | 2.5 | 0.9 |
Non-cash loss on investments | 0.6 | 0.5 |
Changes in operating assets and liabilities, net of acquisitions | ||
Trade receivables | 15.3 | (5) |
Prepaid expenses | 6 | 0.2 |
Payables to/(from) related parties, net | 0.1 | |
Accounts payable and accrued liabilities | (26) | (67.5) |
Other assets and liabilities | (20.4) | (7.5) |
Net cash provided by operating activities | 341.4 | 241.9 |
Cash flows from investing activities | ||
Purchases of property and equipment | (331.6) | (244.8) |
Other | (0.3) | (0.1) |
Net cash used in investing activities | (449.6) | (371.3) |
Cash flows from financing activities | ||
Proceeds from equity offerings and contributions | 304.2 | |
Direct costs associated with initial public offering | (22.2) | |
Principal payments on long-term debt | (8.3) | (259.7) |
Payment of early redemption fees on debt extinguished | (23.8) | |
Principal payments on capital lease obligations | (2.2) | (1.3) |
Common stock repurchases | (17.9) | |
Excess tax benefit from stock-based compensation | 7.9 | |
Other | (0.4) | |
Net cash provided by/(used in) financing activities | (20.9) | (2.8) |
Net cash flows | (129.1) | (132.2) |
Effect of changes in foreign exchange rates on cash | (3.3) | (1.6) |
Net increase/(decrease) in cash and cash equivalents | (132.4) | (133.8) |
Cash and cash equivalents, beginning of year | 308.6 | 297.4 |
Cash and cash equivalents, end of period | 176.2 | 163.6 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Cash paid for interest, net of capitalized interest | 112.5 | 144.7 |
Cash paid for income taxes | 6.7 | 10.8 |
Non-cash purchases of equipment through capital leasing | 5.8 | 5.8 |
Increase in accounts payable and accrued expenses for purchases of property and equipment | 25.5 | 5.9 |
Viatel [ Member ] | ||
Cash flows from investing activities | ||
Acquisition, net of cash acquired | (73.9) | |
Dallas Data Center [Member] | ||
Cash flows from investing activities | ||
Acquisition, net of cash acquired | (16.7) | $ (52.5) |
Neo Telecoms [Member] | ||
Cash flows from investing activities | ||
Acquisition, net of cash acquired | (101) | |
Colo Facilities Atlanta [Member] | ||
Cash flows from investing activities | ||
Acquisition, net of cash acquired | $ (16.7) |
Business and Basis of Presentat
Business and Basis of Presentation | 6 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business and Basis of Presentation | ( 1) BUSINESS AND BASIS OF PRESENTATION Business Zayo Group Holdings, Inc., a Delaware corporation, was formed on November 13, 2007, and is the parent company of a number of subsidiaries engaged in bandwidth infrastructure services. Zayo Group Holdings, Inc. and its subsidiaries are collectively referred to as “Zayo Group Holdings” or the “Company.” The Company’s primary operating subsidiary is Zayo Group, LLC (“ZGL”). Headquartered in Boulder, Colorado, the Company operates bandwidth infrastructure assets, including fiber networks and datacenters, in the United States and Europe to offer: · Dark Fiber Solutions, including dark fiber and mobile infrastructure services. · Colocation and Cloud Infrastructure, including Cloud and Colocation services. · Network Connectivity, wavelengths, Ethernet, IP and SONET services. · Other services, including Zayo Professional Services (“ZPS”). The Company’s shares are listed on the New York Stock Exchange (NYSE) under the ticker symbol “ZAYO”. Basis of Presentation The accompanying condensed consolidated financial statements include all the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements and related notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q, and do not include all of the note disclosures required by GAAP for complete financial statements. These condensed consolidated financial statements should, therefore, be read in conjunction with the consolidated financial statements and notes thereto for the year ended June 30, 2015 included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2015 . In the opinion of management, all adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows of the Company have been included herein. The results of operations for the three and six months periods ended December 31, 2015 are not necessarily indicative of the operating results for any future interim period or the full year. The Company’s fiscal year ends June 30 each year, and we refer to the fiscal year ended June 30, 2015 as “Fiscal 2015 ” and the fiscal year ending June 30, 2016 as “Fiscal 2016 .” Earnings or Loss per Share Basic earnings or loss per share attributable to the Company’s common shareholders is computed by dividing net earnings or loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings or loss per share attributable to common shareholders presents the dilutive effect, if any, on a per share basis of potential common shares (such as restricted stock units) as if they had been vested or converted during the periods presented. No such items were included in the computation of diluted loss per share for the three and six months ended December 31, 2015 or the six months ended December 31, 2014 as the Company incurred a loss from continuing operations in those periods and the effect of inclusion would have been anti-dilutive. The effect of 146,001 shares reserved for Part A restricted stock units and 2,210,534 shares reserved for Part B restricted stock units outstanding at December 31, 2014 were included in the computation of diluted income per share for the three months ended December 31, 2014 . Significant Accounting Policies There have been no changes to the Company’s significant accounting policies described in its Annual Report on Form 10-K for the year ended June 30, 2015 . Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Significant estimates are used when establishing allowances for doubtful accounts and accruals for billing disputes, determining useful lives for depreciation and amortization and accruals for exit activities associated with real estate leases, assessing the need for impairment charges (including those related to intangible assets and goodwill), determining the fair values of assets acquired and liabilities assumed in business combinations, accounting for income taxes and related valuation allowances against deferred tax assets and estimating the restricted stock unit grant fair values used to compute the stock-based compensation liability and expense. Management evaluates these estimates and judgments on an ongoing basis and makes estimates based on historical experience, current conditions, and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. Recently Issued Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes , which requires an entity to present deferred tax liabilities and assets as noncurrent. The ASU will replace the current classification and presentation requirements for deferred tax assets and liabilities. Early adoption is permitted as of the original effective date or annual reporting periods and interim reporting periods within annual reporting periods beginning after December 15, 2016. The Company has not yet adopted ASU 2015-17 and it is not expected to have a material effect on the Company’s financial statements. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which requires acquirers who have reported provisional amounts for items in a business combination to recognize adjustments to provisional amounts that are identified during the measurement period, in the reporting period in which the adjustments are determined. The ASU also requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Prior to the issuance of ASU 2015-16, adjustments to provisional amounts were required to be retrospectively adjusted. The Company prospectively early-adopted ASU 2015-16 effective July 1, 2015. The adoption of this standard did not have a material impact on the financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. In July 2015, the FASB deferred the effective date to annual reporting periods and interim reporting periods within annual reporting periods beginning after December 15, 2017. Early adoption is permitted as of the original effective date or annual reporting periods and interim reporting periods within annual reporting periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. |
Acquisitions
Acquisitions | 6 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | (2) ACQUISITIONS Since its formation, the Company has consummated 36 transactions accounted for as business combinations. The acquisitions were executed as part of the Company’s business strategy of expanding through acquisitions. The acquisitions of these businesses have allowed the Company to increase the scale at which it operates, which in turn affords the Company the ability to increase its operating leverage, extend its network reach, and broaden its customer base. The accompanying condensed consolidated financial statements include the operations of the acquired entities from their respective acquisition dates. Acquisitions Completed During Fiscal 2016 Viatel On December 31, 2015 , the Company completed the acquisition of a 100% interest in Viatel Infrastructure Europe Ltd . , Viatel (UK) Limited, Viatel France SAS, Viatel Deutschland GmbH and Viatel Nederland BV (collectively, “Viatel”) for cash consideration of €92.6 million (or $101.0 million), net of cash acquired. The final purchase consideration is subject to certain post-closing adjustments. The acquisition was funded with cash on hand. €5.0 million (or $ 5.5 million) of the purchase consideration is currently held in escrow pending expiration of the indemnification adjustment period. The acquisition was considered a stock purchase for tax purposes. Dallas Data Center Acquisition (“ Dallas Data Center ”) On December 31, 20 1 5, the Company acquired a 36,000 square foot data center located in Dallas , Texas for cash consideration of $16.7 million. The acquisition was funded with cash on hand and was considered an asset purchase for tax purposes. Acquisitions Completed During Fiscal 2015 Colo Facilities Atlanta (“AtlantaNAP”) On July 1, 2014 , the Company acquired 100% of the equity interest in AtlantaNAP, a datacenter and managed services provider in Atlanta, for cash consideration of $51.9 million. The acquisition was considered an asset purchase for tax purposes. Neo Telecoms (“Neo”) On July 1, 2014 , the Company acquired a 96% equity interest in Neo, a Paris-based bandwidth infrastructure company. The purchase agreement also includes a call option to acquire the remaining equity interest on or after December 31, 2015. The purchase consideration of €54.1 million (or $73.9 million), net of cash acquired, was in consideration of acquiring 96% equity ownership in Neo and a call option to purchase the remaining 4% equity interest in Neo. The fair value of the 4% non-controlling interest in Neo as of the acquisition date was $2.9 million and recorded in Other long-term liabilities. The consideration consisted of cash and was paid with cash on hand from the proceeds of the Term Loan Facility (as defined below). €8.7 million (or $11.9 million) of the purchase consideration is currently held in escrow pending the expiration of the indemnification adjustment period. The acquisition was considered a stock purchase for tax purposes. IdeaTek Systems, Inc. (“IdeaTek”) Effective January 1, 2015 , the Company acquired all of the equity interest in IdeaTek. The purchase price, subject to certain post-closing adjustments, was $52.7 million and was paid with cash on hand. $3.2 million of the purchase consideration is currently held in escrow pending the expiration of the indemnification adjustment period. The acquisition was considered a stock purchase for tax purposes. The IdeaTek acquisition added 1,800 route miles to the Company’s network in Kansas, and includes a dense metro footprint in Wichita, Kansas. The network spans across Kansas and connects to approximately 600 cellular towers and over 100 additional buildings. Latisys Holdings, LLC (“Latisys”) On February 23, 2015 , the Company acquired the operating units of Latisys, a colocation and infrastructure as a service (“Iaas”) provider for a price of $677.8 million, net of cash acquired. The Latisys acquisition was funded with the proceeds of the January Notes Offering (as defined in Note 5 – Long-Term Debt ). $31.4 million of the purchase consideration is currently held in escrow pending the expiration of the indemnification adjustment period. The acquisition was considered a stock purchase for tax purposes. Acquisition Method Accounting Estimates The Company initially recognizes the assets and liabilities acquired from the aforementioned acquisitions based on its preliminary estimates of their acquisition date fair values. As additional information becomes known concerning the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of the measurement period, which is no longer than a one year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. As of December 31, 2015 , the Company has not completed its fair value analysis and calculations in sufficient detail necessary to arrive at the final estimates of the fair value of certain working capital and non-working capital acquired assets and assumed liabilities, including the allocations to goodwill and intangible assets, deferred revenue and resulting deferred taxes related to its acquisitions of Viatel, Dallas Data Center , and Latisys. All information presented with respect to certain working capital and non-working capital acquired assets and liabilities assumed as it relates to these acquisitions is preliminary and subject to revision pending the final fair value analysis. The table below reflects the Company's estimates of the acquisition date fair values of the assets and liabilities assumed from its Fiscal 2016 acquisitions: Viatel Dallas Data Center Acquisition date December 31, 2015 December 31, 2015 (in millions) Cash $ $ — Other current assets — Property and equipment Deferred tax assets, net — — Intangibles Goodwill — Other assets — — Total assets acquired Current liabilities — Deferred revenue — Deferred tax liability, net — Other liabilities — — Total liabilities assumed — Net assets acquired Less cash acquired — Net consideration paid $ $ The table below reflects the Company's estimates of the acquisition date fair values of the assets and liabilities assumed from its Fiscal 2015 acquisitions: AtlantaNAP Neo IdeaTek Latisys Acquisition date July 1, 2014 July 1, 2014 January 1, 2015 February 23, 2015 (in millions) Cash $ — $ $ — $ Other current assets Property and equipment Deferred tax assets, net — — Intangibles Goodwill Other assets — — Total assets acquired Current liabilities Deferred revenue — Deferred tax liability, net — — Other liabilities — — — Total liabilities assumed Net assets acquired Less cash acquired — — Net consideration paid $ $ $ $ The goodwill arising from the Company’s acquisitions results from synergies, anticipated incremental sales to the acquired company customer base and economies-of-scale expected from the acquisitions. The Company has allocated the goodwill to the reporting units (in existence on the respective acquisition dates) that were expected to benefit from the acquired goodwill. The allocation was determined based on the excess of the estimated fair value of the reporting unit over the estimated fair value of the individual assets acquired and liabilities assumed that were assigned to the reporting units. Note 3 - Goodwill , displays the allocation of the Company's acquired goodwill to each of its reporting units. In each of the Company’s Fiscal 2015 and Fiscal 2016 acquisitions, the Company acquired certain customer relationships. These relationships represent a valuable intangible asset, as the Company anticipates continued business from the acquired customer bases. The Company’s estimate of the fair value of the acquired customer relationships is based on a multi-period excess earnings valuation technique that utilizes Level 3 inputs. Transaction Costs Transaction costs include expenses associated with professional services (i.e., legal, accounting, regulatory, etc.) rendered in connection with signed and/or closed acquisitions or disposals (including spin-offs), travel expense, severance expense incurred on the date of acquisition or disposal, and other direct expenses incurred that are associated with such acquisitions or disposals. The Company incurred transaction costs of $3.3 million for the three and six months ended December 31, 2015 , and $1.3 million and $4.8 million during the three and six months ended December 31, 2014, respectively. Transaction costs have been included in selling, general and administrative expenses in the condensed consolidated statements of operations and in cash flows from operating activities in the condensed consolidated statements of cash flows during these periods. Pro-forma Financial Information The pro forma results presented below include the effects of the Company’s Fiscal 2016 and 2015 acquisitions as if the acquisitions occurred on July 1, 2014. The pro forma net loss for the periods ended December 31, 2015 and 2014 includes the additional depreciation and amortization resulting from the adjustments to the value of property and equipment and intangible assets resulting from purchase accounting and adjustment to amortized revenue during Fiscal 2016 and 2015 as a result of the acquisition date valuation of assumed deferred revenue. The pro forma results also include interest expense associated with debt used to fund the acquisitions. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of July 1, 2014. Three months ended December 31, Six months ended December 31, 2015 2014 2015 2014 (in millions) Revenue $ $ $ $ Net loss $ $ $ $ The Company is unable to determine the amount of revenue and net income associated with each acquisition recognized during the period as a result of integration activities. |
Goodwill
Goodwill | 6 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | (3) GOODWILL The Company’s goodwill balance was $1,222.2 million and $1,224.4 million as of December 31, 2015 and June 30, 2015 , respectively. The Company’s reporting units are comprised of its strategic product groups (“SPGs”): Zayo Dark Fiber (“Dark Fiber”), Zayo Wavelength Services (“Waves”), Zayo SONET Services (“SONET”), Zayo Ethernet Services (“Ethernet”), Zayo IP Services (“IP”), Zayo Mobile Infrastructure Group (“MIG”), Zayo Colocation (“zColo"), Zayo Cloud Services (“Cloud”) and Other (primarily ZPS). The following reflects the changes in the carrying amount of goodwill during the six months ended December 31, 2015 : Product Group As of June 30, 2015 Fiscal 2016 Acquisitions Adjustments to Fiscal 2015 Acquisitions Foreign Currency Translation and Other As of December 31, 2015 (in millions) Dark Fiber $ $ $ — $ $ Waves — Sonet — — Ethernet — IP — MIG — — zColo Cloud — — Other — — — Total $ $ $ $ $ During the six months ended December 31, 2015 , the Company recorded adjustments to its provisional accounting estimates primarily associated with deferred tax asset balances acquired from the IdeaTek and Latisys acquisitions, which resulted in a $4.8 million reduction to goodwill. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Dec. 31, 2015 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | (4) INTANGIBLE ASSETS Identifiable acquisition-related intangible assets as of December 31, 2015 and June 30, 2015 were as follows: Gross Carrying Amount Accumulated Amortization Net (in millions) December 31, 2015 Finite-Lived Intangible Assets Customer relationships $ $ $ Trade names — Underlying rights Total Indefinite-Lived Intangible Assets Certifications — Underlying Rights — Total $ $ $ June 30, 2015 Finite-Lived Intangible Assets Customer relationships $ $ $ Trade names Underlying rights Total Indefinite-Lived Intangible Assets Certifications — Underlying Rights — Total $ $ $ |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | (5) LONG-TERM DEBT As of December 31, 2015 and June 30, 2015 , long-term debt was as follows: December 31, June 30, 2015 2015 (in millions) Term Loan Facility due 2021 $ $ 10.125% Senior Unsecured Notes due 2020 6.00% Senior Unsecured Notes Due 2023 6.375% Senior Unsecured Notes Due 2025 Total debt obligations Unamortized discount on Term Loan Facility Unamortized premium on 6.00% Senior Unsecured Notes Unamortized debt issuance costs Carrying value of debt Less current portion Long-term debt, less current portion $ $ Term Loan Facility due 2021 and Revolving Credit Facility On May 6, 2015, ZGL entered into an Amendment and Restatement Agreement whereby its Credit Agreement (the “Credit Agreement”) governing its senior secured term loan facility (the “Term Loan Facility”) and $450 million senior secured revolving credit facility (the “Revolver”) was amended and restated in its entirety. The amended and restated Credit Agreement extended the maturity date of the outstanding term loans under the Term Loan Facility to May 6, 2021. The interest rate margins applicable to the Term Loan Facility were decreased by 25 basis points to LIBOR plus 2.75% with a minimum LIBOR of 1.0% . In addition, the amended and restated Credit Agreement removed the fixed charge coverage ratio covenant and replaced such covenant with a springing senior secured leverage ratio maintenance requirement applicable only to the Revolver, increased certain lien and debt baskets, and removed certain covenants related to collateral. The terms of the Term Loan Facility require the Company to make quarterly principal payments of $4.1 million plus an annual payment of up to 50% of excess cash flow, as determined in accordance with the Credit Agreement (no such payment was required during the three and six months ended December 31, 2015 or 2014 ). The Revolver matures at the earliest of (i) April 17, 2020 , (ii) six months prior to the maturity date of the Term Loan Facility, subject to amendment thereof, and (iii) six months prior to the maturity date of the 2020 Unsecured Notes (as defined below), subject to repayment or amendment thereof. The Credit Agreement also allows for letter of credit commitments of up to $50.0 million. The Revolver is subject to a fee per annum of 0.25% to 0.375% (based on ZGL’s current leverage ratio) of the weighted-average unused capacity, and the undrawn amount of outstanding letters of credit backed by the Revolver are subject to a 0.25% fee per annum. Outstanding letters of credit backed by the Revolver accrue interest at a rate ranging from LIBOR plus 2.0% to LIBOR plus 3.0% per annum based upon ZGL’s leverage ratio. Interest rates on the Term Loan Facility as of December 31, 2015 and June 30, 2015 were 3.75% . Interest rates on the Revolver as of December 31, 2015 and June 30, 2015 were approximately 3.2% and 3.0%, respectively. As of December 31, 2015 , no amounts were outstanding under the Revolver. Standby letters of credit were outstanding in the amount of $9.2 million as of December 31, 2015 , leaving $440.8 million available under the Revolver. 10.125% Senior Unsecured Notes due 2020 On July 2, 2012, ZGL and Zayo Capital, Inc. (the “Issuers”) issued $500.0 million aggregate principal amount of 10.125% senior unsecured notes due 2020 (the “2020 Unsecured Notes”). On December 15, 2014, the Issuers redeemed $174.4 million of their outstanding 2020 Unsecured Notes at a price of 110.125% and $75.0 million of their then outstanding 8.125% senior secured notes due 2020 at a price of 108.125% (the “Note Redemption”). As part of the Note Redemption, the Company paid an early redemption call premium of $23.8 million, which was recorded as a loss on extinguishment of debt on the consolidated statements of operations during three and six months ended December 31, 2014. 6.00% Senior Unsecured Notes Due 2023 and 6.375% Senior Unsecured Notes due 2025 On January 23, 2015, the Issuers completed a private offering (the “January Notes Offering”) of $700.0 million aggregate principal amount of 6.00% senior unsecured notes due in 2023 (the “2023 Unsecured Notes”). On March 9, 2015, the Issuers completed a private offering of an additional $730.0 million aggregate principal amount of 2023 Unsecured Notes at a premium of 1% (the “March Notes Offering”) resulting in aggregate gross proceeds for the 2023 Unsecured Notes of $1,437.3 million. The issue premium of $7.3 million on the March Notes Offering is being accreted against interest expense over the term of the notes under the effective interest method. The 2023 Unsecured Notes bear interest at the rate of 6.00% per year, which is payable on April 1 and October 1 of each year, beginning on October 1, 2015. The 2023 Unsecured Notes will mature on April 1, 2023 . The net proceeds from the January Notes Offering were used to fund the Latisys acquisition (see Note 2 – Acquisitions ). The net proceeds from the March Notes Offering were used to redeem the remaining $675.0 million of the Issuers’ then outstanding 8.125% senior secured notes due 2020 at a price of 105.75% (the “Second Notes Redemption”). As part of the Second Notes Redemption, the Company paid an early redemption call premium of $38.8 million. The call premium was recorded as a loss on extinguishment of debt on the consolidated statements of operations during the three months ended March 31, 2015. On May 6, 2015, the Issuers completed a private offering of $350.0 million aggregate principal amount of 6.375% senior unsecured notes due in 2025 (the “2025 Unsecured Notes”). Interest on the 2025 Unsecured Notes is payable on May 15 and November 15 of each year, beginning on November 15, 2015. The 2025 Unsecured Notes will mature on May 15, 2025 . The net proceeds from the 2025 Unsecured Notes were used to repay $344.5 million of the Term Loan Facility. As a result of the repayment, the Company recorded a loss on extinguishment of debt of $8.4 million during the three months ended June 30, 2015. Debt covenants The indentures (the “Indentures”) governing the 2020 Unsecured Notes, the 2023 Unsecured Notes and the 2025 Unsecured Notes (collectively the “Notes”) contain covenants that, among other things, restrict the ability of ZGL and its subsidiaries to incur additional indebtedness and issue preferred stock, pay dividends or make other distributions with respect to any equity interests, make certain investments or other restricted payments, create liens, sell assets, incur restrictions on the ability of ZGL’s restricted subsidiaries to pay dividends or make other payments to ZGL, consolidate or merge with or into other companies or transfer all or substantially all of their assets, engage in transactions with affiliates, and enter into sale and leaseback transactions. The terms of the Indentures include customary events of default. The Credit Agreement contains customary events of default, including among others, non-payment of principal, interest, or other amounts when due, inaccuracy of representations and warranties, breach of covenants, cross default to certain other indebtedness, insolvency or inability to pay debts, bankruptcy, or a change of control. The Credit Agreement also contains a covenant, applicable only to the Revolver, that ZGL maintain a senior secured leverage ratio below 5.25 :1.00 at any time when the aggregate principal amount of loans outstanding under the Revolver is greater than 35% of the commitments under the Revolver. The indenture governing the 2020 Unsecured Notes limits any increase in ZGL’s secured indebtedness (other than certain forms of secured indebtedness expressly permitted under such indenture) to a pro forma secured debt ratio of 4.50 times the Company’s previous quarter’s annualized modified EBITDA, as defined in the indenture, and limits ZGL’s incurrence of additional indebtedness to a total indebtedness ratio of 5.25 times the previous quarter’s annualized modified EBITDA. The indentures governing the 2023 Unsecured Notes and the 2025 Unsecured Notes limit any increase in ZGL’s secured indebtedness (other than certain forms of secured indebtedness expressly permitted under such indentures) to a pro forma secured debt ratio of 4.50 times ZGL’s previous quarter’s annualized modified EBITDA (as defined in such indentures), and limit ZGL’s incurrence of additional indebtedness to a total indebtedness ratio of 6.00 times the previous quarter’s annualized modified EBITDA. The Company was in compliance with all covenants associated with its debt agreements as of December 31, 2015 . Guarantees The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of ZGL’s current and future domestic restricted subsidiaries. The Notes were co-issued with Zayo Capital, which does not have independent assets or operations. Debt issuance costs In connection with the Credit Agreement (and subsequent amendments thereto), and the various Notes offerings, the Company incurred debt issuance costs of $99.5 million (net of extinguishments). These costs are being amortized to interest expense over the respective terms of the underlying debt instruments using the effective interest method, unless extinguished earlier, at which time the related unamortized costs are to be immediately expensed. Unamortized debt issuance costs of $23.2 million associated with the Company’s previous indebtedness were recorded as part of the loss on extinguishment of debt during Fiscal 2015 . The balance of debt issuance costs as of December 31, 2015 and June 30, 2015 was $66.2 million and $71.0 million, net of accumulated amortization of $33.3 million and $28.3 million, respectively. The amortization of debt issuance costs is included on the condensed consolidated statements of cash flows within the caption “Non-cash interest expense” along with the amortization or accretion of the premium and discount on the Company’s indebtedness and changes in the fair value of the Company’s interest rate derivatives. Interest expense associated with the amortization of debt issuance costs was $2.5 million and $5.0 million for the three and six months ended December 31, 2015 and $3.8 million and $7.5 million during the three and six months ended December 31, 2014 , respectively. Debt issuance costs are presented in the condensed consolidated balance sheets as a reduction to “Long-term debt, non-current”. Loss on extinguishment of debt In connection with the Note Redemption, the Company recorded an early redemption call premium of $23.8 million and recorded an expense of $7.1 million related to unamortized debt issuance costs associated with the notes redeemed. These expenses are included on the consolidated statements of operations during three and six months ended December 31, 2014. Interest rate derivatives On August 13, 2012, the Company entered into forward-starting interest rate swap agreements with an aggregate notional value of $750.0 million, a maturity date of June 30, 2017 , and a start date of June 30, 2013. There were no up-front fees for these agreements. The contract states that the Company shall pay a 1.67% fixed rate of interest for the term of the agreement beginning on the start date. The counterparty will pay to the Company the greater of actual LIBOR or 1.25% . The Company entered into the forward-starting swap arrangements to reduce the risk of increased interest costs associated with potential changes in LIBOR rates. Changes in the fair value of interest rate swaps are recorded in interest expense in the condensed consolidated statements of operations for the applicable period. The fair value of the interest rate swaps of $3.5 million and $4.1 million are included in “Other long term liabilities” in the Company’s condensed consolidated balance sheets as of December 31, 2015 and June 30, 2015 , respectively. During the three and six months ended December 31, 2015, respectively, $1.0 million and $0.6 million was recorded as a decrease in interest expense for the change in fair value of the interest rate swaps. During the three and six months ended December 31, 2014, respectively, $1.5 million and $(0.5) million was recorded as an increase/(decrease) in interest expense for the change in the fair value of the interest rate swaps. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (6) INCOME TAXES The Company’s provision for income taxes from operations is summarized as follows: Three months ended December 31, Six months ended December 31, 2015 2014 2015 2014 Current Income Taxes (in millions) Federal $ $ $ $ State Foreign — Total $ $ $ $ Deferred Income Taxes Federal $ $ $ $ State Foreign Total Total provision/(benefit) for income taxes $ $ $ $ The United States and foreign components of loss from operations before income taxes for the three and six months ended December 31, 2015 and 2014 are as follows: Three months ended December 31, Six months ended December 31, 2015 2014 2015 2014 (in millions) United States $ $ $ $ Foreign Total $ $ $ $ The Company’s effective income tax rate differs from what would be expected if the federal statutory rate were applied to earnings before income taxes primarily because of certain expenses that represent permanent differences between book and tax expenses and deductions, such as the stock-based compensation expense related to the common units of Communications Infrastructure Investments, LLC (“CII”) that is recorded as an expense for financial reporting purposes but is not deductible for tax purposes (see Note 7 – Equity ). A reconciliation of the actual income tax provision and the tax computed by applying the U.S. federal rate to the earnings before income taxes during the three and six-month periods ended December 31, 2015 and 2014 is as follows: Three months ended December 31, Six months ended December 31, 2015 2014 2015 2014 (in millions) Expected benefit at the statutory rate $ $ $ $ Increase/(decrease) due to: Non-deductible stock-based compensation State income taxes benefit, net of federal benefit — Transactions costs not deductible for tax purposes Foreign tax rate differential Other, net Provision/(benefit) for income taxes $ $ $ $ Each interim period, management estimates the annual effective tax rate and applies that rate to its reported year-to-date earnings. The tax expense or benefit related to items for which management is unable to make reliable estimates or that are significant, unusual, or extraordinary items that will be separately reported, or reported net of their related tax effect, are individually computed and are recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws, tax rates or tax status is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgments, including but not limited to the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent differences, and the likelihood of realizing deferred tax assets generated in both the current year and prior years. The accounting estimates used to compute the interim provision for income taxes may change as new events occur, more experience is acquired, additional information is obtained, or the tax environment changes. |
Equity
Equity | 6 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Equity | (7) EQUITY Prior to October 16, 2014, the Company was a wholly owned subsidiary of CII. CII was organized on November 6, 2006, and subsequently capitalized on May 7, 2007, with capital contributions from various institutional and founder investors. Prior to October 16, 2014, the Company was controlled by the CII board of managers, which was in turn controlled by the members of CII in accordance with the rights specified in CII’s operating agreement. At formation, 1,000 shares of common stock, par value $0.001 , were issued to CII by the Company. On October 9, 2014, the Company’s Board of Directors authorized a 223,000 -for-one split of the Company’s common stock that was effective upon the filing of the Company’s amended and restated certificate of incorporation on October 10, 2014. Subsequent to the stock split and prior to the Company’s initial public offering (“IPO”) in October 2014, of 223,000,000 shares of common stock with a par value of $0.001 were outstanding and are retroactively reflected in the Company’s consolidated financial statements and notes thereto. As part of the Company’s IPO in October 2014, the Company sold 16,008,679 shares of its common stock at a price of $19.00 per share for $304.2 million in gross proceeds. The Company incurred costs directly associated with the IPO of $22.2 million. In March 2015, the Company completed a follow-on equity offering selling 4,000,000 shares of its common stock at a price of $27.35 per share for $109.5 million in gross proceeds. The Company incurred costs directly associated with the follow-on offering of $4.3 million. Proceeds from the IPO and the follow-on equity offering (net of issuance costs) of $387.2 million were reflected on the Company’s consolidated statement of stockholders’ equity during the year ended June 30, 2015. During the six months ended December 31, 2015 , the Company recorded an $87.6 million increase in additional paid-in capital associated with stock-based compensation expense related to the Company’s equity classified stock-based compensation awards (See Note 8 – Stock-based Compensation ). Additionally, the Company recorded an increase to additional paid-in capital of $5.1 million associated with a net tax benefit from stock-based compensation. The net tax benefit is a result of the stock-based compensation deduction for tax purposes exceeding the stock-based compensation expense recorded in the Company’s condensed consolidated statement of operations. As a result of this net benefit, the Company retained $0.6 million in cash during the six months ended December 31, 2015 that would have otherwise been paid in income taxes during the current period. The remaining $4.5 million net tax benefit allowed the Company to preserve an equal amount of its federal net operating loss carryforward balance. Under GAAP, the gross tax benefit recognized during the period of $7.9 million has been recorded on the condensed consolidated statement of cash flows as a cash inflow in the financing activities section and an offsetting outflow of $7.9 million has been recorded as a cash outflow in the cash provided by operating activities section. Share Repurchases During the three and six months ended December 31, 2015 , the Company repurchased 726,327 shares of its outstanding common stock. This amount includes 355,557 shares repurchased at an average price of $23.85 per share, or $8.5 million, excluding commissions, under a $500 million, 6 -month share repurchase program authorized by the Company’s Board of Directors (the “Board”) on November 10, 2015. As of December 31, 2015, $491.5 million remained available under the share repurchase authorization approved by the Board through May 2016. The amounts included in the “Common stock repurchases” line in the Company’s Condensed Consolidated Statements of Cash Flows represents both shares authorized by the Board for repurchase under the publically announced authorization described above, as well as $9.4 million, or 370,770 shares, withheld from employees to cover tax withholding obligations on RSUs that have vested. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Dec. 31, 2015 | |
Share Based Compensation [Abstract] | |
Stock-Based Compensation | (8) STOCK-BASED COMPENSATION The following table summarizes the Company’s stock-based compensation expense for liability and equity classified awards included on the condensed consolidated statements of operations. Three months ended December 31, Six months ended December 31, 2015 2014 2015 2014 Included in: (in millions) Operating costs $ $ $ $ Selling, general and administrative expenses Total stock-based compensation expense $ $ $ $ CII common and preferred units $ $ $ $ Part A restricted stock units Part B restricted stock units Part C restricted stock units — — Total stock-based compensation expense $ $ $ $ CII Common and Preferred Units Prior to the Company’s IPO, the Company was given authorization by CII to award 625,000,000 of CII’s common units as profits interests to employees, directors, and affiliates of the Company. The common units were historically considered to be stock-based compensation with terms that required the awards to be classified as liabilities due to cash settlement features. The vested portion of the awards was reported as a liability and the fair value was re-measured at each reporting date until the date of settlement, with a corresponding charge (or credit) to stock-based compensation expense. In connection with the Company’s IPO and the related amendment to the CII operating agreement, there was a deemed modification to the stock compensation arrangements with the Company’s employees and directors. As a result, previously issued common units which were historically accounted for as liability awards, became classified as equity awards. Prior to reclassifying the common unit liability to equity, the Company re-measured the fair value of the CII common units factoring in the change in fair value since September 30, 2014 and the change in fair value caused by the modification. The fair value of these previously vested common units was estimated to be $490.2 million on the modification date and this amount was recorded as an increase to additional-paid-in-capital during the year ended June 30, 2015 . The fair value of the unrecognized compensation expense associated with unvested CII common units is being recognized over the remaining vesting period of CII’s outstanding common units through May 15, 2017 . On October 9, 2014, the Company and CII’s board of managers approved a non-liquidating distribution by CII of shares of the Company's common stock held by CII to holders of CII vested common units. Employees and independent directors of the Company with vested CII common units received shares of the Company’s common stock equal in value to the underlying value of their vested CII common units. The total number of shares of the Company’s common stock that were distributed to CII common unit holders in connection with this non-liquidating distribution was 20,460,047 shares. Employees with unvested CII common units at the time of the IPO have and/or will continue to receive monthly distributions from CII of the Company’s common stock as they vest under the original terms of the CII common unit grant agreements. A total of 6,353,302 shares of the Company’s common stock are associated with unvested CII common units that have or will be distributed subsequent to the IPO date. In addition, CII has and may in the future be required to distribute additional shares of the Company’s common stock to CII common unit holders on a quarterly basis based on the Company’s stock price performan ce through June 30, 2016 , subject to the existing vesting provisions of the CII common units. The shares to be distributed to the common unit holders are based on a pre-existing distribution mechanism, whose primary input is the Company’s stock price at each subsequent measurement date. Any remaining shares of common stock owned by CII will be distributed to the existing CII preferred unit holders. The total number of shares of the Company’s common stock that have or will be distributed to existing CII preferred or common unit holders subsequent to the IPO date is 10,294,867 shares. CII has issued preferred units of CII to certain of the Company’s executives and independent directors as compensation. In connection with the non-liquidating distribution by CII approved on October 9, 2014, the Company’s CEO and independent directors with vested CII preferred units received 256,265 shares of the Company’s common stock equal to the underlying value of their vested CII preferred units. A total of 29,555 shares of the Company’s common stock associated with CII preferred units that were unvested at the time of the IPO have been distributed subsequent to the IPO date. The valuation of the CII common units as of the IPO date was determined based on a Monte Carlo simulation. The Monte Carlo valuation analysis attempts to approximate the probability of certain outcomes by running multiple trial runs, called simulations, using random variables to generate potential future stock prices. This valuation technique was used to estimate the fair value associated with future distributions of common stock to CII common unit holders. The Monte Carlo simulation first projects the number of shares to be distributed by CII to the common unit holders at each subsequent measurement date based on stock price projections under each simulation. Shares attributable to unvested CII common units are subject to the existing vesting provisions of the CII common unit awards. The estimated future value of shares scheduled to be distributed by CII based on vesting provisions are calculated under each independent simulation. The present value of the number of shares of common stock to be distributed to common unit holders under each simulation is then computed, and the average of each simulation is the fair value of the Company’s common shares to be distributed by CII to the common unit holders. This value was then adjusted for prior non-liquidating distributions made by the Company to derive a value for CII common units by class and on per unit basis. These values were used to calculate the fair value of outstanding CII common units as of the IPO date. Various inputs and assumptions were utilized in the valuation method, including forfeiture behavior, vesting provisions, holding restrictions, peer companies’ historical stock volatility, and an appropriate risk-free rate. On June 13, 2014, the Company completed a spin-off of Onvoy, LLC and its subsidiaries (“OVS”) to CII. The value of the CII common units is derived from the value of CII’s investments in the Company and OVS. As the value derived from each of these investments is separately determinable and there is a plan in place to distribute the value associated with the investment in Company shares separate from the value derived from OVS, the two components are accounted for separately. The OVS component of the CII awards is adjusted to fair value each reporting period. On December 31, 2015, CII entered into an agreement to sell OVS to a third party. Based on the proposed sale price, the estimated fair value of OVS awards has been increased , resulting in an increase to stock based compensation expense and corresponding increase to additional paid-in capital of $12.4 million during the three and six months ended December 31, 2015. Any proceeds from the sale to be distributed to the Company’s employees will be paid by CII. During the three and six months ended December 31, 2015 , the Company recognized $26.4 million and $45.9 million, respectively, of stock-based compensation expense related to fair value adjustments and vesting of CII common and preferred units. During the three and six months ended December 31, 2014, the Company recognized a reduction of $13.3 million and an increase of $109.8 million, respectively, to stock-based compensation expense related to the vesting of CII common and preferred units. As of December 31, 2015 , the unrecognized compensation associated with the Company component of unvested CII common units was $37.5 million. Performance Incentive Compensation Plan (“PCIP”) During October 2014, the Company adopted the 2014 Performance Compensation Incentive Plan (“PCIP”). The PCIP includes incentive cash compensation (ICC) and equity (in the form of restricted stock units or “RSUs”). Grants under the PCIP RSU plans are made quarterly for all participants. The PCIP was effective on October 16, 2014 and will remain in effect for a period of 10 years (or through October 16, 2024) unless it is earlier terminated by the Company’s Board of Directors. The PCIP has the following components: Part A Under Part A of the PCIP, participants, including the Company’s executives, are eligible to earn quarterly awards of RSUs. Each participant in Part A of the PCIP has a RSU target annual award value. Twenty-five percent of this annual target award value is allocated to each fiscal quarter. The final Part A value awarded to a participant for any fiscal quarter is determined by the Compensation Committee subsequent to the end of the respective performance period taking into account the Company’s measured value creation for the quarter, as well as such other subjective factors that it deems relevant (including group and individual level performance factors). The number of Part A RSUs granted is calculated based on the final award value determined by the Compensation Committee divided by the average closing price of the Company’s common stock over the last ten trading days of the measured performance period. Part A RSUs vest based upon continued employment through one year after the last day of the quarter in which the Part A RSU grant is made, and at that time will be exchanged for an equal number of shares in the Company’s common stock. During the three and six months ended December 31, 2015 , the Company recognized $10.2 million and $20.2 million, respectively, of compensation expense associated with the vested portion of the Part A awards. During the three and six months ended December 31, 2014, the Company recognized $2.6 million of compensation expense associated with the vested portion of the Part A awards. The December 2015 and June 2015 quarterly awards were recorded as liabilities totaling $2.0 million and $1.9 million, as of December 31, 2015 and June 30, 2015 , respectively, as the awards represent an obligation denominated in a fixed dollar amount to be settled in a variable number of shares during the subsequent quarter. The quarterly stock-based compensation liability is included in “Other long-term liabilities” in the accompanying condensed consolidated balance sheets. Upon the issuance of the RSUs, the liability is re-measured and then reclassified to additional paid-in capital, with a corresponding charge (or credit) to stock based compensation expense. The value of the remaining unvested RSUs is expensed ratably through the vesting date. At December 31, 2015 , the remaining unrecognized compensation cost to be expensed over the remaining vesting period for Part A awards is $18.7 million. The following table summarizes the Company’s Part A RSU activity for the six months ended December 31, 2015 : Number of Part A RSUs Weighted average grant-date fair value per share Weighted average remaining contractual term in months (in millions, except share data) Outstanding at July 1, 2015 $ Granted $ Vested $ Forfeited $ n/a Outstanding at December 31, 2015 $ Part B Under Part B of the PCIP, participants, including the Company’s executives, are awarded quarterly grants of RSUs. The number of the RSUs earned by the participants is based on the Company’s stock price performance over a performance period of one year with the starting price being the average closing price over the last ten trading days of the quarter immediately prior to the grant and vest assuming continuous employment through the end of the measurement period. The existence of a vesting provision that is associated with the performance of the Company’s stock price is a market condition, which affects the determination of the grant date fair value. Upon vesting, RSUs earned convert to an equal number of shares of the Company’s common stock. The following table summarizes the Company’s Part B RSU activity for the six months ended December 31, 2015 : Number of Part B RSUs Weighted average grant-date fair value per unit Weighted average remaining contractual term in months (in millions, except share data) Outstanding at July 1, 2015 $ Granted $ Vested $ Forfeited $ Outstanding at December 31, 2015 $ The table below reflects the total Part B RSUs granted during Fiscal 2016 and 2015 , the maximum eligible shares of the Company’s stock that the respective Part B RSU grant could be converted into, and the grant date fair value per Part B RSU: During the Three months ended December 31, 2015 September 30, 2015 June 30, 2015 March 31, 2015 December 31, 2014 (in millions, except per share data) Part B RSUs granted Maximum eligible shares of the Company's stock Grant date fair value per Part B RSU $ $ $ $ $ The Company recognized stock-based compensation expense of $6.0 million and $22.4 million related to Part B awards for the three and six months ended December 31, 2015, respectively, and $4.7 million for the three and six months ended December 31, 2014. The grant date fair value of Part B RSU grants is estimated utilizing a Monte Carlo simulation. This simulation estimates the ten-day average closing stock price ending on the vesting date, the stock price performance over the performance period, and the number of common shares to be issued at the vesting date. Various assumptions are utilized in the valuation method, including the target stock price performance ranges and respective share payout percentages, the Company’s historical stock price performance and volatility, peer companies’ historical volatility and an appropriate risk-free rate. The aggregate future value of the grant under each simulation is calculated using the estimated per share value of the common stock at the end of the vesting period multiplied by the number of common shares projected to be granted at the vesting date. The present value of the aggregate grant is then calculated under each of the simulations, resulting in a distribution of potential present values. The fair value of the grant is then calculated based on the average of the potential present values. The remaining unrecognized compensation cost associated with Part B RSU grants is $8.2 million at December 31, 2015 . Part C Under Part C of the PCIP, independent directors of the Company are eligible to receive quarterly awards of RSUs. Independent directors electing to receive a portion of their annual director fees in the form of RSUs are granted a set dollar amount of Part C RSUs each quarter. The quantity of Part C RSUs granted is based on the average closing price of the Company’s common stock over the last ten trading days of the quarter ended immediately prior to the grant date and vest at the end of each quarter for which the grant was made. During the six months ended December 31, 2015 , the Company’s independent directors were granted 18,826 Part C RSUs. Part C RSUs vest in the same quarter as issuance. During the three and six months ended December 31, 2015 , the Company recognized $0.3 million and $0.5 million, respectively, of compensation expense associated with the Part C RSUs. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (9) FAIR VALUE MEASUREMENTS The Company’s financial instruments consist of cash and cash equivalents, restricted cash, trade receivables, accounts payable, interest rate swaps, long-term debt and stock-based compensation liability. The carrying values of cash and cash equivalents, restricted cash, trade receivables and accounts payable approximated their fair values at December 31, 2015 and June 30, 2015 due to the short maturity of these instruments. The carrying value of the Company’s Notes, excluding debt issuance costs, reflects the original amounts borrowed, inclusive of unamortized premium, and was $2,112.3 million and $2,112.7 million as of December 31, 2015 and June 30, 2015 , respectively. Based on market interest rates for debt of similar terms and average maturities, the fair value of the Company's Notes as of December 31, 2015 and June 30, 2015 was estimated to be $2,034.0 million and $2,109.3 million, respectively. The Company’s fair value estimates associated with its Note obligations were derived utilizing Level 2 inputs – quoted prices for similar instruments in active markets. The carrying value of the Company’s Term Loan Facility, excluding debt issuance costs, reflects the original amounts borrowed, net of the unamortized discounts, and was $1,620.2 million and $1,627.0 million as of December 31, 2015 and June 30, 2015 , respectively. The Company’s Term Loan Facility accrues interest at variable rates based upon the one month, three month or six month LIBOR (with a LIBOR floor of 1.00% ) plus a spread of 2.75% . Since management does not believe that the Company’s credit quality has changed significantly since the date when the Term Loan Facility was last amended on May 6, 2015, its carrying amount approximates fair value. Excluding any offsetting effect of the Company’s interest rate swaps, a hypothetical increase in the applicable interest rate on the Company’s Term Loan Facility of one percentage point above the 1.0% LIBOR floor would increase the Company’s annual interest expense by approximately $16.4 million. The Company’s interest rate swaps are valued using discounted cash flow techniques that use observable market inputs, such as LIBOR-based yield curves, forward rates, and credit ratings. Changes in the fair value of the interest rate swaps of $1.0 million and $0.6 million were recorded as an decrease to interest expense during the three and six months ended December 31, 2015 , respectively, and $1.5 million and $(0.5) million were recorded as an increase/(decrease) to interest expense during the three and six months ended December 31, 2014, respectively. A hypothetical increase in LIBOR rates of 100 basis points would favorably increase the fair value of the interest rate swaps by approximately $9.5 million. As of December 31, 2015 and June 30, 2015 , there was no balance outstanding under the Company's Revolver. Financial instruments measured at fair value on a recurring basis are summarized below: Level December 31, 2015 June 30, 2015 Liabilities Recorded at Fair Value in the Financial Statements: (in millions) Interest rate swap Level 2 $ $ |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | (10) COMMITMENTS AND CONTINGENCIES Purchase commitments At December 31, 2015 , the Company was contractually committed for $241.2 million of capital expenditures for construction materials and purchases of property and equipment. A majority of these purchase commitments are expected to be satisfied in the next twelve months. These purchase commitments are primarily success based; that is, the Company has executed customer contracts that support the future capital expenditures. Contingencies In the normal course of business, the Company is party to various outstanding legal proceedings, asserted and unasserted claims, and carrier disputes. In the opinion of management, the ultimate disposition of these matters, both asserted and unasserted, will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (11) RELATED PARTY TRANSACTIONS On June 13, 2014, the Company completed a spin-off of OVS to CII (see Note 7 – Equity ). CII holds approximately 4% of the Company’s outstanding common stock at December 31, 2015 . The Company continues to have ongoing contractual relationships with OVS, whereby the Company provides OVS and its subsidiaries with bandwidth capacity and OVS provides the Company and its subsidiaries with voice services. The contractual relationships are based on agreements that were entered into at estimated market rates. Subsequent to the spin-off date, transactions with OVS are included in the Company’s results of operations. The following table represents the revenue and expense transactions the Company recorded with OVS for the periods presented: Three months ended December 31, Six months ended December 31, 2015 2014 2015 2014 (in millions) Revenues $ $ $ $ Operating costs $ $ $ $ As of December 31, 2015 and June 30, 2015 , the Company had outstanding balances of $0.5 million and $0.6 million, respectively, due from OVS. Dan Caruso, the Company’s Chief Executive Officer and Chairman of the Board, is a party to an aircraft charter (or membership) agreement through his affiliate, Bear Equity LLC, for business and personal travel. Under the terms of the charter agreement, all fees for the use of the aircraft are effectively variable in nature. For his business travel on behalf of the Company, Mr. Caruso is reimbursed for his use of the aircraft subject to quarterly and annual maximum reimbursement thresholds approved by the Company's Nominating and Governance Committee. During the three and six months ended December 31, 2015 the Company reimbursed Mr. Caruso $0.2 million and $0.3 million, respectively, and during the three and six months ended December 31, 2014 reimbursed $0.2 million and $0.6 million, respectively, for his business use of the aircraft. On June 28, 2012, Matt Erickson, the President and COO of Global Sales & Customer Success, purchased $0.6 million in aggregate principal amount of 2020 Unsecured Notes at the offering price for such notes. Mr. Erickson qualifies as an “accredited investor” (as defined in Rule 501 under the Securities Act), and this purchase was on terms available to other investors. On December 15, 2014, in connection with the Note Redemption, approximately $0.2 million of Mr. Erickson’s notes were redeemed, and as of December 31, 2015, the principal amount of 2020 Unsecured Notes held by Mr. Erickson was $0.4 million. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | (12) SEGMENT REPORTING The Company uses the management approach to determine the segment financial information that should be disaggregated and presented separately in the Company's notes to its financial statements. The management approach is based on the manner by which management has organized the segments within the Company for making operating decisions, allocating resources, and assessing performance. As the Company has increased in scope and scale, it has developed its management and reporting structure to support this growth. The Company’s dark fiber solutions, network connectivity, colocation and cloud infrastructure and other services are comprised of various related product groups generally defined around the type of service the customer is buying, referred to as Strategic Product Groups ("SPG" or "SPGs"). Each SPG is responsible for the revenue, costs and associated capital expenditures of their respective services. The SPGs enable sales, make pricing and product decisions, engineer networks and deliver services to customers, and support customers for their specific telecom and Internet infrastructure services. With the continued increase in the Company’s scope and scale, effective October 1, 2015 the Company's chief operating decision maker ("CODM"), the Company's Chief Executive Officer, implemented certain organizational changes to the management and operation of the business that directly impacts how the CODM makes resource allocation decisions and manages the Company. The change in structure had the impact of establishing a new reportable segment and re-aligning the Company’s existing SPGs to the revised reportable segments. Prior to this change, the operating segments were reported as Physical Infrastructure, which included the Company’s Dark Fiber, MIG and zColo SPGs, Cloud and Connectivity, which included the Company’s Waves, SONET, Ethernet, IP and Cloud SPGs, and Other, which primarily included ZPS. The new structure has removed the zColo and Cloud SPGs out of the Physical Infrastructure and Cloud and Connectivity reporting segments, respectively, creating a new reportable segment named Zayo Colocation and Cloud Infrastructure. The Dark Fiber and MIG SPGs are now reported as Dark Fiber Solutions operating segment, and Ethernet, IP, Waves, and SONET, are now reported in the Network Connectivity operating segment. SPGs report directly to the reportable segment managers who are responsible for the operations and financial results for the Dark Fiber Solutions, Network Connectivity, Colocation and Cloud Infrastructure, and Other reportable segments (collectively, the “Revised Segments”). The Revised Segment managers report directly to the CODM, and it is the financial results of those segments that are evaluated and drive the resource allocation decisions. The Company’s Revised Segments are further described below: Dark Fiber Solutions . Through the Dark Fiber Solutions segment, the Company provides raw bandwidth infrastructure to customers that require more control of their internal networks. These services include dark fiber and mobile infrastructure (fiber-to-the-tower and small cell). Dark fiber is a physically separate and secure, private platform for dedicated bandwidth. The Company leases dark fiber pairs (usually 2 to 12 total fibers) to its customers, who “light” the fiber using their own optronics. The Company’s mobile infrastructure services provide direct fiber connections to cell towers, small cells, hub sites, and mobile switching centers. Dark Fiber Solutions customers include carriers and other communication service providers, Internet service providers, wireless service providers, major media and content companies, large enterprises, and other companies that have the expertise to run their own fiber optic networks or require interconnected technical space. The contract terms in the Dark Fiber Solutions segment tend to range from three to twenty years. Network Connectivity . The Network Connectivity segment provides bandwidth infrastructure solutions over the Company’s metro, regional, and long-haul fiber networks where it uses optronics to light the fiber and the Company’s customers pay for access based on the amount and type of bandwidth they purchase. The Company’s services within this segment include wavelength, Ethernet, IP and SONET. The Company targets customers who require a minimum of 10G of bandwidth across their networks. Network Connectivity customers include carriers, financial services companies, healthcare, government institutions, education institutions and other enterprises. The contract terms in this segment tend to range from two to five years. Colocation and Cloud Infrastructure . The Colocation and Cloud Infrastructure segment provides data center infrastructure solutions to a broad range of enterprise, carrier, content and cloud customers. The Company’s services within this segment include colocation, interconnection, cloud, hosting and managed services, such as security and remote hands offerings. Solutions range in size from single cabinet and server support to comprehensive international outsourced IT infrastructure environments. The Company’s datacenters also support a large component of the Company’s networking equipment for the purpose of aggregating and distributing data, voice, Internet, and video traffic. The contract terms in this segment tend to range from two to five years Other . The Other segment is primarily comprised of ZPS. ZPS provides network and technical resources to customers in designing, acquiring and maintaining their networks. Services are typically provided for a term of one year for a fixed recurring monthly fee in the case of network and on an hourly basis for technical resources (usage revenue). Effective October 1, 2015 revenues for all of the Company’s products are included in one of the Company’s segments. This segment presentation has been recast for all prior periods presented for comparability. The results of operations for each segment include an allocation of certain indirect costs and corporate related costs, including overhead and third party-financed debt. The allocation is based on a percentage that represents management’s estimate of the relative burden each segment bears of indirect and corporate costs. Management has evaluated the allocation methods utilized to allocate these costs and determined they are systematic and rational. Identifiable assets for each reportable segment are reconciled to total consolidated assets including unallocated corporate assets and intersegment eliminations. Unallocated corporate assets consist primarily of cash and deferred taxes. Segment Adjusted EBITDA Segment Adjusted EBITDA is the primary measure used by the Company’s CODM to evaluate segment operating performance. The Company defines Segment Adjusted EBITDA as earnings from operations before interest, income taxes, depreciation and amortization (“EBITDA”) adjusted to exclude acquisition or disposal-related transaction costs, losses on extinguishment of debt, stock-based compensation, unrealized foreign currency gains (losses) on intercompany loans, and non-cash income (loss) on equity and cost method investments. The Company uses Segment Adjusted EBITDA to evaluate operating performance, and this financial measure is among the primary measures used by management for planning and forecasting of future periods. The Company believes that the presentation of Segment 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 facilitates comparison of the Company’s results with the results of other companies that have different financing and capital structures. Segment Adjusted EBITDA results, along with other quantitative and qualitative information, are also utilized by the Company and its Compensation Committee for purposes of determining bonus payouts to employees. Segment Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, analysis of the Company’s results from operations and operating cash flows as reported under GAAP. For example, Segment 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, working capital needs; · does not reflect the significant interest expense, or the cash requirements necessary to service the interest payments, on the Company’s debt; and · does not reflect cash required to pay income taxes. The Company’s computation of Segment Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because all companies do not calculate segment Adjusted EBITDA in the same fashion. As of and for the Three months ended December 31, 2015 Dark Fiber Solutions Network Connectivity Colocation and Cloud Infrastructure Other Corp/ Eliminations Total (in millions) Revenue from external customers $ $ $ $ $ — $ Segment Adjusted EBITDA — Total assets Capital expenditures — — As of and for the Six months ended December 31, 2015 Dark Fiber Solutions Network Connectivity Colocation and Cloud Infrastructure Other Corp/ Eliminations Total (in millions) Revenue from external customers $ $ $ $ $ — $ Segment Adjusted EBITDA — Capital expenditures — — As of and for the Three months ended December 31, 2014 Dark Fiber Solutions Network Connectivity Colocation and Cloud Infrastructure Other Corp/ Eliminations Total (in millions) Revenue from external customers $ $ $ $ $ — $ Segment Adjusted EBITDA — Total assets Capital expenditures — — As of and for the Six months ended December 31, 2014 Dark Fiber Solutions Network Connectivity Colocation and Cloud Infrastructure Other Corp/ Eliminations Total (in millions) Revenue from external customers $ $ $ $ $ — $ Segment Adjusted EBITDA — Capital expenditures — — As of June 30, 2015 Dark Fiber Solutions Network Connectivity Colocation and Cloud Infrastructure Other Corp/ Eliminations Total (in millions) Total assets $ $ $ $ $ $ Reconciliation from Total Segment Adjusted EBITDA to net loss from operations: Three months ended December 31, 2015 2014 (in millions) Total Segment Adjusted EBITDA $ $ Interest expense Depreciation and amortization expense Transaction costs Stock-based compensation Loss on extinguishment of debt — Unrealized foreign currency loss on intercompany loans Non-cash loss on investments Income/(loss) from operations before income taxes $ $ Six months ended December 31, 2015 2014 (in millions) Total Segment Adjusted EBITDA $ $ Interest expense Depreciation and amortization expense Transaction costs Stock-based compensation Loss on extinguishment of debt — Unrealized foreign currency loss on intercompany loans Non-cash loss on investments Income/(loss) from operations before income taxes $ $ |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | (13) SUBSEQUENT EVENTS Allstream Acquisition On January 15, 2016, the Company acquired 100% of the equity interest in Allstream, Inc. and Allstream Fiber U.S. Inc. ( together “Allstream”) for cash consideration of CAD $427.0 million (or $298.0 million) , subject to certain post-closing adjustments. The consideration paid is net of CAD $38.0 million (or $26.0 million) of working capital and other liabilities assumed by the Company in the acquisition. The acquisition was funded with Term Loan Proceeds (as defined below). The acquisition adds more than 18,000 route miles to the Company’s fiber network, including 12,500 miles of long-haul fiber connecting all major Canadian markets and 5,500 route miles of metro fiber network connecting approximately 3,300 on-net buildings concentrated in Canada’s top five metropolitan markets. Term Loan Borrowings On January 15, 2016, the Company entered into an Incremental Amendment (the “Amendment”) to its Credit Agreement. Under the terms of the Amendment, the Company’s term loan facility was increased by $400 million . The additional amounts borrowed bear interest at LIBOR plus 3.5 percent with a minimum LIBOR rate of 1.0 percent. The $400 million add-on was priced at 99.0 percent. No other terms of the Credit Agreement were amended. |
Business and Basis of Present21
Business and Basis of Presentation (Policies) | 6 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include all the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements and related notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q, and do not include all of the note disclosures required by GAAP for complete financial statements. These condensed consolidated financial statements should, therefore, be read in conjunction with the consolidated financial statements and notes thereto for the year ended June 30, 2015 included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2015 . In the opinion of management, all adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows of the Company have been included herein. The results of operations for the three and six months periods ended December 31, 2015 are not necessarily indicative of the operating results for any future interim period or the full year. The Company’s fiscal year ends June 30 each year, and we refer to the fiscal year ended June 30, 2015 as “Fiscal 2015 ” and the fiscal year ending June 30, 2016 as “Fiscal 2016 .” |
Earnings or Loss per Share | Earnings or Loss per Share Basic earnings or loss per share attributable to the Company’s common shareholders is computed by dividing net earnings or loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings or loss per share attributable to common shareholders presents the dilutive effect, if any, on a per share basis of potential common shares (such as restricted stock units) as if they had been vested or converted during the periods presented. No such items were included in the computation of diluted loss per share for the three and six months ended December 31, 2015 or the six months ended December 31, 2014 as the Company incurred a loss from continuing operations in those periods and the effect of inclusion would have been anti-dilutive. The effect of 146,001 shares reserved for Part A restricted stock units and 2,210,534 shares reserved for Part B restricted stock units outstanding at December 31, 2014 were included in the computation of diluted income per share for the three months ended December 31, 2014 . |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Significant estimates are used when establishing allowances for doubtful accounts and accruals for billing disputes, determining useful lives for depreciation and amortization and accruals for exit activities associated with real estate leases, assessing the need for impairment charges (including those related to intangible assets and goodwill), determining the fair values of assets acquired and liabilities assumed in business combinations, accounting for income taxes and related valuation allowances against deferred tax assets and estimating the restricted stock unit grant fair values used to compute the stock-based compensation liability and expense. Management evaluates these estimates and judgments on an ongoing basis and makes estimates based on historical experience, current conditions, and various other assumptions that are believed to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes , which requires an entity to present deferred tax liabilities and assets as noncurrent. The ASU will replace the current classification and presentation requirements for deferred tax assets and liabilities. Early adoption is permitted as of the original effective date or annual reporting periods and interim reporting periods within annual reporting periods beginning after December 15, 2016. The Company has not yet adopted ASU 2015-17 and it is not expected to have a material effect on the Company’s financial statements. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which requires acquirers who have reported provisional amounts for items in a business combination to recognize adjustments to provisional amounts that are identified during the measurement period, in the reporting period in which the adjustments are determined. The ASU also requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Prior to the issuance of ASU 2015-16, adjustments to provisional amounts were required to be retrospectively adjusted. The Company prospectively early-adopted ASU 2015-16 effective July 1, 2015. The adoption of this standard did not have a material impact on the financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. In July 2015, the FASB deferred the effective date to annual reporting periods and interim reporting periods within annual reporting periods beginning after December 15, 2017. Early adoption is permitted as of the original effective date or annual reporting periods and interim reporting periods within annual reporting periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Acquisitions | The table below reflects the Company's estimates of the acquisition date fair values of the assets and liabilities assumed from its Fiscal 2016 acquisitions: Viatel Dallas Data Center Acquisition date December 31, 2015 December 31, 2015 (in millions) Cash $ $ — Other current assets — Property and equipment Deferred tax assets, net — — Intangibles Goodwill — Other assets — — Total assets acquired Current liabilities — Deferred revenue — Deferred tax liability, net — Other liabilities — — Total liabilities assumed — Net assets acquired Less cash acquired — Net consideration paid $ $ The table below reflects the Company's estimates of the acquisition date fair values of the assets and liabilities assumed from its Fiscal 2015 acquisitions: AtlantaNAP Neo IdeaTek Latisys Acquisition date July 1, 2014 July 1, 2014 January 1, 2015 February 23, 2015 (in millions) Cash $ — $ $ — $ Other current assets Property and equipment Deferred tax assets, net — — Intangibles Goodwill Other assets — — Total assets acquired Current liabilities Deferred revenue — Deferred tax liability, net — — Other liabilities — — — Total liabilities assumed Net assets acquired Less cash acquired — — Net consideration paid $ $ $ $ |
Schedule Of Pro-Forma Financial Information | The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of July 1, 2014. Three months ended December 31, Six months ended December 31, 2015 2014 2015 2014 (in millions) Revenue $ $ $ $ Net loss $ $ $ $ |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule Of Goodwill | The following reflects the changes in the carrying amount of goodwill during the six months ended December 31, 2015 : Product Group As of June 30, 2015 Fiscal 2016 Acquisitions Adjustments to Fiscal 2015 Acquisitions Foreign Currency Translation and Other As of December 31, 2015 (in millions) Dark Fiber $ $ $ — $ $ Waves — Sonet — — Ethernet — IP — MIG — — zColo Cloud — — Other — — — Total $ $ $ $ $ |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Identifiable Acquisition Related Intangible Assets | Identifiable acquisition-related intangible assets as of December 31, 2015 and June 30, 2015 were as follows: Gross Carrying Amount Accumulated Amortization Net (in millions) December 31, 2015 Finite-Lived Intangible Assets Customer relationships $ $ $ Trade names — Underlying rights Total Indefinite-Lived Intangible Assets Certifications — Underlying Rights — Total $ $ $ June 30, 2015 Finite-Lived Intangible Assets Customer relationships $ $ $ Trade names Underlying rights Total Indefinite-Lived Intangible Assets Certifications — Underlying Rights — Total $ $ $ |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of December 31, 2015 and June 30, 2015 , long-term debt was as follows: December 31, June 30, 2015 2015 (in millions) Term Loan Facility due 2021 $ $ 10.125% Senior Unsecured Notes due 2020 6.00% Senior Unsecured Notes Due 2023 6.375% Senior Unsecured Notes Due 2025 Total debt obligations Unamortized discount on Term Loan Facility Unamortized premium on 6.00% Senior Unsecured Notes Unamortized debt issuance costs Carrying value of debt Less current portion Long-term debt, less current portion $ $ |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The Company’s provision for income taxes from operations is summarized as follows: Three months ended December 31, Six months ended December 31, 2015 2014 2015 2014 Current Income Taxes (in millions) Federal $ $ $ $ State Foreign — Total $ $ $ $ Deferred Income Taxes Federal $ $ $ $ State Foreign Total Total provision/(benefit) for income taxes $ $ $ $ |
Schedule of Income before Income Tax | The United States and foreign components of loss from operations before income taxes for the three and six months ended December 31, 2015 and 2014 are as follows: Three months ended December 31, Six months ended December 31, 2015 2014 2015 2014 (in millions) United States $ $ $ $ Foreign Total $ $ $ $ |
Schedule of Reconciliation of Income Tax Provision | A reconciliation of the actual income tax provision and the tax computed by applying the U.S. federal rate to the earnings before income taxes during the three and six-month periods ended December 31, 2015 and 2014 is as follows: Three months ended December 31, Six months ended December 31, 2015 2014 2015 2014 (in millions) Expected benefit at the statutory rate $ $ $ $ Increase/(decrease) due to: Non-deductible stock-based compensation State income taxes benefit, net of federal benefit — Transactions costs not deductible for tax purposes Foreign tax rate differential Other, net Provision/(benefit) for income taxes $ $ $ $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Schedule of Employee Service Share-based Compensation Allocation of Recognized Period Costs | The following table summarizes the Company’s stock-based compensation expense for liability and equity classified awards included on the condensed consolidated statements of operations. Three months ended December 31, Six months ended December 31, 2015 2014 2015 2014 Included in: (in millions) Operating costs $ $ $ $ Selling, general and administrative expenses Total stock-based compensation expense $ $ $ $ CII common and preferred units $ $ $ $ Part A restricted stock units Part B restricted stock units Part C restricted stock units — — Total stock-based compensation expense $ $ $ $ |
Summary Of Part B RSU Issuance | The table below reflects the total Part B RSUs granted during Fiscal 2016 and 2015 , the maximum eligible shares of the Company’s stock that the respective Part B RSU grant could be converted into, and the grant date fair value per Part B RSU: During the Three months ended December 31, 2015 September 30, 2015 June 30, 2015 March 31, 2015 December 31, 2014 (in millions, except per share data) Part B RSUs granted Maximum eligible shares of the Company's stock Grant date fair value per Part B RSU $ $ $ $ $ |
Part A Restricted Stock Units [Member] | |
Summary Of Restricted Stock Units Activity | The following table summarizes the Company’s Part A RSU activity for the six months ended December 31, 2015 : Number of Part A RSUs Weighted average grant-date fair value per share Weighted average remaining contractual term in months (in millions, except share data) Outstanding at July 1, 2015 $ Granted $ Vested $ Forfeited $ n/a Outstanding at December 31, 2015 $ |
Part B Restricted Stock Units [Member] | |
Summary Of Restricted Stock Units Activity | The following table summarizes the Company’s Part B RSU activity for the six months ended December 31, 2015 : Number of Part B RSUs Weighted average grant-date fair value per unit Weighted average remaining contractual term in months (in millions, except share data) Outstanding at July 1, 2015 $ Granted $ Vested $ Forfeited $ Outstanding at December 31, 2015 $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis | As of December 31, 2015 and June 30, 2015 , there was no balance outstanding under the Company's Revolver. Financial instruments measured at fair value on a recurring basis are summarized below: Level December 31, 2015 June 30, 2015 Liabilities Recorded at Fair Value in the Financial Statements: (in millions) Interest rate swap Level 2 $ $ |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
O V S [Member] | |
Revenue and Expense Transactions Recognized | The following table represents the revenue and expense transactions the Company recorded with OVS for the periods presented: Three months ended December 31, Six months ended December 31, 2015 2014 2015 2014 (in millions) Revenues $ $ $ $ Operating costs $ $ $ $ |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Summary of Financial Information by Segments | The Company’s computation of Segment Adjusted EBITDA may not be comparable to other similarly titled measures computed by other companies because all companies do not calculate segment Adjusted EBITDA in the same fashion. As of and for the Three months ended December 31, 2015 Dark Fiber Solutions Network Connectivity Colocation and Cloud Infrastructure Other Corp/ Eliminations Total (in millions) Revenue from external customers $ $ $ $ $ — $ Segment Adjusted EBITDA — Total assets Capital expenditures — — As of and for the Six months ended December 31, 2015 Dark Fiber Solutions Network Connectivity Colocation and Cloud Infrastructure Other Corp/ Eliminations Total (in millions) Revenue from external customers $ $ $ $ $ — $ Segment Adjusted EBITDA — Capital expenditures — — As of and for the Three months ended December 31, 2014 Dark Fiber Solutions Network Connectivity Colocation and Cloud Infrastructure Other Corp/ Eliminations Total (in millions) Revenue from external customers $ $ $ $ $ — $ Segment Adjusted EBITDA — Total assets Capital expenditures — — As of and for the Six months ended December 31, 2014 Dark Fiber Solutions Network Connectivity Colocation and Cloud Infrastructure Other Corp/ Eliminations Total (in millions) Revenue from external customers $ $ $ $ $ — $ Segment Adjusted EBITDA — Capital expenditures — — As of June 30, 2015 Dark Fiber Solutions Network Connectivity Colocation and Cloud Infrastructure Other Corp/ Eliminations Total (in millions) Total assets $ $ $ $ $ $ |
Reconciliation from net earnings/(loss) to Adjusted EBITDA by segment and on a consolidated basis | Reconciliation from Total Segment Adjusted EBITDA to net loss from operations: Three months ended December 31, 2015 2014 (in millions) Total Segment Adjusted EBITDA $ $ Interest expense Depreciation and amortization expense Transaction costs Stock-based compensation Loss on extinguishment of debt — Unrealized foreign currency loss on intercompany loans Non-cash loss on investments Income/(loss) from operations before income taxes $ $ Six months ended December 31, 2015 2014 (in millions) Total Segment Adjusted EBITDA $ $ Interest expense Depreciation and amortization expense Transaction costs Stock-based compensation Loss on extinguishment of debt — Unrealized foreign currency loss on intercompany loans Non-cash loss on investments Income/(loss) from operations before income taxes $ $ |
Business and Basis of Present31
Business and Basis of Presentation (Details) | Dec. 31, 2014shares |
Part A Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common Stock Capital Shares Reserved For Future Issuance | 146,001 |
Part B Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common Stock Capital Shares Reserved For Future Issuance | 2,210,534 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) € in Millions, $ in Millions | Dec. 31, 2015EUR (€)item | Dec. 31, 2015USD ($)item | Feb. 23, 2015USD ($) | Jan. 01, 2015USD ($)buildingitemmi | Jul. 03, 2014 | Jul. 01, 2014EUR (€) | Jul. 01, 2014USD ($) | Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | |||||||||||
Number of business combinations completed | item | 36 | ||||||||||
Acquisition related costs | $ 3.3 | $ 1.3 | $ 3.3 | $ 4.8 | |||||||
Viatel [ Member ] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition date | Dec. 31, 2015 | Dec. 31, 2015 | |||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | 100.00% | 100.00% | 100.00% | |||||||
Cash paid for acquisitions, net of cash acquired | € 92.6 | $ 101 | 73.9 | ||||||||
Purchase price, held in escrow | € 5 | 5.5 | |||||||||
Dallas Data Center [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid for acquisitions, net of cash acquired | $ 16.7 | $ 16.7 | $ 52.5 | ||||||||
Acquired facility size (in square feet) | item | 36,000 | 36,000 | 36,000 | 36,000 | |||||||
Atlanta NAP [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition date | Jul. 1, 2014 | Jul. 1, 2014 | |||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||||
Cash paid for acquisitions, net of cash acquired | $ 51.9 | ||||||||||
Neo Telecoms [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition date | Jul. 1, 2014 | ||||||||||
Business acquisition, percentage of voting interests acquired | 96.00% | ||||||||||
Cash paid for acquisitions, net of cash acquired | € 54.1 | $ 73.9 | $ 101 | ||||||||
Purchase price, held in escrow | € 8.7 | $ 11.9 | |||||||||
Business acquisition percentage of non controlling interest | 4.00% | ||||||||||
Neo Telecoms [Member] | Other long-term liabilities | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition, fair value of non-controlling interest | $ 2.9 | ||||||||||
Neo Telecoms [Member] | Call Option [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition, percentage of voting interests acquired | 4.00% | ||||||||||
Ideatek Systems, Inc., [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition date | Jan. 1, 2015 | ||||||||||
Cash paid for acquisitions, net of cash acquired | $ 52.7 | ||||||||||
Purchase price, held in escrow | $ 3.2 | ||||||||||
Additional Route Miles Acquired | mi | 1,800 | ||||||||||
Number Of Additional Cellular Towers connected | item | 600 | ||||||||||
Number Of Additional Building connected | building | 100 | ||||||||||
Latisys Holdings, LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition date | Feb. 23, 2015 | ||||||||||
Cash paid for acquisitions, net of cash acquired | $ 677.8 | ||||||||||
Purchase price, held in escrow | $ 31.4 |
Acquisitions (Schedule of Acqui
Acquisitions (Schedule of Acquisition) (Details) € in Millions, $ in Millions | Dec. 31, 2015EUR (€) | Dec. 31, 2015USD ($) | Feb. 23, 2015USD ($) | Jan. 01, 2015USD ($) | Jul. 03, 2014 | Jul. 01, 2014EUR (€) | Jul. 01, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 1,222.2 | $ 1,222.2 | $ 1,224.4 | |||||||
Viatel [ Member ] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition date | Dec. 31, 2015 | Dec. 31, 2015 | ||||||||
Cash | $ 5.3 | 5.3 | ||||||||
Other current assets | 7.5 | 7.5 | ||||||||
Property and equipment | 127.2 | 127.2 | ||||||||
Intangibles | 24.8 | 24.8 | ||||||||
Goodwill | 12.1 | 12.1 | ||||||||
Total assets acquired | 176.9 | 176.9 | ||||||||
Current liabilities | 14.4 | 14.4 | ||||||||
Deferred revenue | 46.6 | 46.6 | ||||||||
Deferred tax liability, net | 9.6 | 9.6 | ||||||||
Total liabilities assumed | 70.6 | 70.6 | ||||||||
Net assets acquired | 106.3 | 106.3 | ||||||||
Less cash acquired | (5.3) | (5.3) | ||||||||
Net consideration paid | € 92.6 | 101 | $ 73.9 | |||||||
Dallas Data Center [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Property and equipment | 14.9 | 14.9 | ||||||||
Intangibles | 1.8 | 1.8 | ||||||||
Total assets acquired | 16.7 | 16.7 | ||||||||
Net assets acquired | 16.7 | 16.7 | ||||||||
Net consideration paid | $ 16.7 | 16.7 | $ 52.5 | |||||||
Atlanta NAP [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition date | Jul. 1, 2014 | Jul. 1, 2014 | ||||||||
Other current assets | $ 0.2 | |||||||||
Property and equipment | 7 | |||||||||
Intangibles | 21 | |||||||||
Goodwill | 25.2 | |||||||||
Total assets acquired | 53.4 | |||||||||
Current liabilities | 1.5 | |||||||||
Total liabilities assumed | 1.5 | |||||||||
Net assets acquired | 51.9 | |||||||||
Net consideration paid | 51.9 | |||||||||
Neo Telecoms [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition date | Jul. 1, 2014 | |||||||||
Cash | 4.2 | |||||||||
Other current assets | 9.5 | |||||||||
Property and equipment | 31.3 | |||||||||
Intangibles | 26.4 | |||||||||
Goodwill | 32.5 | |||||||||
Other assets | 2.3 | |||||||||
Total assets acquired | 106.2 | |||||||||
Current liabilities | 13.5 | |||||||||
Deferred revenue | 3.7 | |||||||||
Deferred tax liability, net | 7.6 | |||||||||
Other liabilities | 3.3 | |||||||||
Total liabilities assumed | 28.1 | |||||||||
Net assets acquired | 78.1 | |||||||||
Less cash acquired | (4.2) | |||||||||
Net consideration paid | € 54.1 | $ 73.9 | $ 101 | |||||||
Ideatek Systems, Inc., [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition date | Jan. 1, 2015 | |||||||||
Other current assets | $ 0.8 | |||||||||
Property and equipment | 32.3 | |||||||||
Deferred tax assets, net | 3.1 | |||||||||
Intangibles | 7.6 | |||||||||
Goodwill | 39 | |||||||||
Total assets acquired | 82.8 | |||||||||
Current liabilities | 4.4 | |||||||||
Deferred revenue | 25.7 | |||||||||
Total liabilities assumed | 30.1 | |||||||||
Net assets acquired | 52.7 | |||||||||
Net consideration paid | $ 52.7 | |||||||||
Latisys Holdings, LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition date | Feb. 23, 2015 | |||||||||
Cash | $ 9.4 | |||||||||
Other current assets | 17.2 | |||||||||
Property and equipment | 222.9 | |||||||||
Deferred tax assets, net | 0.4 | |||||||||
Intangibles | 250.2 | |||||||||
Goodwill | 274.7 | |||||||||
Other assets | 5 | |||||||||
Total assets acquired | 779.8 | |||||||||
Current liabilities | 10 | |||||||||
Deferred revenue | 3.1 | |||||||||
Deferred tax liability, net | 79.5 | |||||||||
Total liabilities assumed | 92.6 | |||||||||
Net assets acquired | 687.2 | |||||||||
Less cash acquired | (9.4) | |||||||||
Net consideration paid | $ 677.8 |
Acquisitions (Schedule of Pro-F
Acquisitions (Schedule of Pro-Forma Financial Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||||
Revenue | $ 374.7 | $ 357.6 | $ 746.6 | $ 710.8 |
Net loss | $ (11.9) | $ (6.7) | $ (28.3) | $ (127.8) |
Goodwill (Narrative) (Details)
Goodwill (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 1,222.2 | $ 1,224.4 |
Decrease in goodwill due to adjustment of provisional accounting estimates | $ 4.8 |
Goodwill (Schedule Of Goodwill)
Goodwill (Schedule Of Goodwill) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||
Goodwill, beginning Balance | $ 1,224.4 | ||
Fiscal Acquisitions | $ 12.1 | ||
Adjustments to acquisitions | $ (4.8) | ||
Foreign Currency Translation and Other | (9.5) | ||
Goodwill, ending balance | 1,222.2 | 1,222.2 | |
Dark Fiber [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning Balance | 299.1 | ||
Fiscal Acquisitions | 5.3 | ||
Foreign Currency Translation and Other | (5.8) | ||
Goodwill, ending balance | 298.6 | 298.6 | |
Waves [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning Balance | 265.6 | ||
Fiscal Acquisitions | 2.3 | ||
Foreign Currency Translation and Other | (3.1) | ||
Goodwill, ending balance | 264.8 | 264.8 | |
Sonet [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning Balance | 50.3 | ||
Fiscal Acquisitions | 1.5 | ||
Goodwill, ending balance | 51.8 | 51.8 | |
Ethernet [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning Balance | 104.2 | ||
Fiscal Acquisitions | 1.3 | ||
Foreign Currency Translation and Other | (0.1) | ||
Goodwill, ending balance | 105.4 | 105.4 | |
IP [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning Balance | 86.3 | ||
Fiscal Acquisitions | 0.2 | ||
Foreign Currency Translation and Other | (0.2) | ||
Goodwill, ending balance | 86.3 | 86.3 | |
MIG [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning Balance | 73.4 | ||
Adjustments to acquisitions | 0.3 | ||
Goodwill, ending balance | 73.7 | 73.7 | |
zColo [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning Balance | 273.2 | ||
Fiscal Acquisitions | 1.5 | ||
Adjustments to acquisitions | $ (5.1) | ||
Foreign Currency Translation and Other | (0.2) | ||
Goodwill, ending balance | 269.4 | 269.4 | |
Cloud [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning Balance | 57 | ||
Foreign Currency Translation and Other | (0.1) | ||
Goodwill, ending balance | 56.9 | 56.9 | |
Other [Member] | |||
Goodwill [Line Items] | |||
Goodwill, beginning Balance | 15.3 | ||
Goodwill, ending balance | $ 15.3 | $ 15.3 |
Intangible Assets (Schedule of
Intangible Assets (Schedule of Identifiable Acquisition Related Intangible Assets) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Jun. 30, 2015 |
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | $ 1,104.2 | $ 1,082.2 |
Accumulated Amortization | (191.6) | (155.3) |
Total Net | 912.6 | 926.9 |
Intangible Assets, Gross (Excluding Goodwill) | 1,124.6 | 1,103.6 |
Intangible Assets, Net | 933 | 948.3 |
Certifications [Member] | ||
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount, Indefinite-lived Intangibles | 3.5 | 3.5 |
Indefinite Lived Underlying Rights [Member] | ||
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount, Indefinite-lived Intangibles | 16.9 | 17.9 |
Customer relationships [Member] | ||
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 1,102.3 | 1,080.3 |
Accumulated Amortization | (191.1) | (155) |
Total Net | 911.2 | 925.3 |
Trade names [Member] | ||
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 0.2 | 0.2 |
Accumulated Amortization | (0.2) | (0.1) |
Total Net | 0.1 | |
Underlying rights [Member] | ||
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 1.7 | 1.7 |
Accumulated Amortization | (0.3) | (0.2) |
Total Net | $ 1.4 | $ 1.5 |
Long-Term Debt (Summary of Long
Long-Term Debt (Summary of Long-Term Debt) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Jun. 30, 2015 | May. 06, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
Debt obligations | $ 3,744.1 | $ 3,752.4 | ||
Unamortized debt issuance costs | (66.2) | (71) | $ (7.1) | |
Carrying value of debt | 3,666.3 | 3,668.7 | ||
Less current portion | (16.5) | (16.5) | ||
Long-term debt, less current portion | 3,649.8 | 3,652.2 | ||
Term Loan Facility due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt obligations | 1,638.5 | 1,646.8 | ||
Unamortized discount on Term Loan Facility | (18.3) | (19.8) | ||
Carrying value of debt | 1,620.2 | 1,627 | ||
Unsecured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Unamortized premium on 6.00% Senior Unsecured Notes | 6.7 | 7.1 | ||
Unsecured Debt [Member] | 10.125% Senior Notes due 2020 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt obligations | 325.6 | 325.6 | ||
Unsecured Debt [Member] | 6.00% Senior Notes due 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt obligations | 1,430 | 1,430 | ||
Unsecured Debt [Member] | 6.375% Senior Notes due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt obligations | $ 350 | $ 350 | $ 344.5 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (interest rates and maturities) (Details) | Jul. 02, 2012 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Jun. 30, 2015 | Mar. 09, 2015 |
10.125% Senior Notes due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 10.125% | |||||
Maturity date | 2,020 | |||||
Unsecured Debt [Member] | 10.125% Senior Notes due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 10.125% | 10.125% | 10.125% | 10.125% | ||
Maturity date | 2,020 | 2,020 | ||||
Unsecured Debt [Member] | 6.00% Senior Notes due 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | |
Maturity date | 2,023 | 2,023 | 2,023 | |||
Unsecured Debt [Member] | 6.375% Senior Notes due 2025 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 6.375% | 6.375% | 6.375% | 6.375% | ||
Maturity date | 2,025 | 2,025 | 2,025 | |||
Term Loan Facility due 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | 2,021 | 2,021 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) | May. 06, 2015 | Dec. 31, 2014 | Dec. 15, 2014 | Jul. 02, 2012 | Dec. 31, 2015 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | Mar. 09, 2015 | Jan. 23, 2015 | Aug. 13, 2012 |
Debt Instrument [Line Items] | ||||||||||||||
Outstanding letters of credit | $ 9,200,000 | $ 9,200,000 | $ 9,200,000 | |||||||||||
Redemption of notes | 8,300,000 | $ 259,700,000 | ||||||||||||
Redemption premium | $ 23,800,000 | 23,800,000 | ||||||||||||
Debt obligations | 3,744,100,000 | 3,744,100,000 | 3,744,100,000 | $ 3,752,400,000 | ||||||||||
Loss on extinguishment of debt | 30,900,000 | 30,900,000 | ||||||||||||
Debt issuance cost | 99,500,000 | |||||||||||||
Unamortized debt issuance cost | $ 7,100,000 | 66,200,000 | 66,200,000 | 7,100,000 | 66,200,000 | 7,100,000 | 71,000,000 | |||||||
Accumulated amortization | 33,300,000 | 33,300,000 | 33,300,000 | 28,300,000 | ||||||||||
Unamortized debt issuance related interest | 2,500,000 | 3,800,000 | $ 5,000,000 | 7,500,000 | ||||||||||
Interest Rate Swap [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Notional amount of derivative | $ 750,000,000 | |||||||||||||
Derivative, maturity date | Jun. 30, 2017 | |||||||||||||
Derivative, fixed interest rate | 1.67% | |||||||||||||
Derivative, floor rate | 1.25% | |||||||||||||
Change in fair value of interest rate swap | (1,000,000) | 1,500,000 | $ (600,000) | $ (500,000) | ||||||||||
Interest Rate Derivative Liabilities, at Fair Value | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | $ 4,100,000 | ||||||||||
Revolver [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percentage of excess revolver committed to debt payments | 35.00% | |||||||||||||
Total indebtedness ratio | 5.25% | 5.25% | 5.25% | |||||||||||
Standby Letter Of Credit [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unused commitment, percentage | 0.25% | |||||||||||||
Secured Debt [Member] | Revolver [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility maturity date | Apr. 17, 2020 | |||||||||||||
Outstanding letters of credit increased | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||||||||
Outstanding letters of credit | 0 | 0 | 0 | |||||||||||
Available borrowing capacity | $ 440,800,000 | $ 440,800,000 | $ 440,800,000 | |||||||||||
Term Loan Facility due 2021 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percentage of effective interest rate | 3.75% | 3.75% | 3.75% | 3.75% | ||||||||||
Maturity date | 2,021 | 2,021 | ||||||||||||
Debt obligations | $ 1,638,500,000 | $ 1,638,500,000 | $ 1,638,500,000 | $ 1,646,800,000 | ||||||||||
2020 Unsecured Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Secured debt ratio | 4.50 | 4.50 | 4.50 | |||||||||||
Total indebtedness ratio | 5.25% | 5.25% | 5.25% | |||||||||||
Unsecured Debt [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Premium on debt being accreted | $ 6,700,000 | $ 6,700,000 | $ 6,700,000 | 7,100,000 | ||||||||||
2023 Unsecured Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Secured debt ratio | 4.50 | 4.50 | 4.50 | |||||||||||
Total indebtedness ratio | 6.00% | 6.00% | 6.00% | |||||||||||
2025 Unsecured Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Secured debt ratio | 4.50 | 4.50 | 4.50 | |||||||||||
Total indebtedness ratio | 6.00% | 6.00% | 6.00% | |||||||||||
Unamortized Debt Issuance Costs | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loss on extinguishment of debt | $ 23,200,000 | |||||||||||||
Minimum [Member] | Secured Debt [Member] | Revolver [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unused commitment, percentage | 0.25% | |||||||||||||
Maximum [Member] | Secured Debt [Member] | Revolver [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unused commitment, percentage | 0.375% | |||||||||||||
Amendment and Restatement Agreement [Member] | Term Loan Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility maximum borrowing capacity | $ 450,000,000 | |||||||||||||
Payment towards principal | $ 4,100,000 | |||||||||||||
Percentage of excess cash flows committed to debt payments | 50.00% | |||||||||||||
10.125% Senior Notes due 2020 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 500,000,000 | |||||||||||||
Interest rate | 10.125% | |||||||||||||
Maturity date | 2,020 | |||||||||||||
Redemption premium | $ 23,800,000 | |||||||||||||
10.125% Senior Notes due 2020 [Member] | Unsecured Debt [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 10.125% | 10.125% | 10.125% | 10.125% | ||||||||||
Maturity date | 2,020 | 2,020 | ||||||||||||
Redemption of notes | $ 174,400,000 | |||||||||||||
Debt obligations | $ 325,600,000 | $ 325,600,000 | $ 325,600,000 | $ 325,600,000 | ||||||||||
10.125% Senior Notes due 2020 [Member] | Unsecured Debt [Member] | December 15, 2014 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, redemption price, percentage | 110.125% | |||||||||||||
8.125% Senior Secured Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Redemption of notes | $ 75,000,000 | |||||||||||||
8.125% Senior Secured Notes [Member] | December 15, 2014 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, redemption price, percentage | 108.125% | |||||||||||||
8.125% Senior Secured Notes [Member] | Secured Debt [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 8.125% | |||||||||||||
Maturity date | 2,020 | |||||||||||||
Redemption of notes | $ 675,000,000 | |||||||||||||
Redemption premium | $ 38,800,000 | |||||||||||||
8.125% Senior Secured Notes [Member] | Secured Debt [Member] | Second Note Redemption [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, redemption price, percentage | 105.75% | |||||||||||||
January Notes Offering [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 700,000,000 | |||||||||||||
March Notes Offering [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 730,000,000 | |||||||||||||
Debt Instrument Issuance At Premium Price Percentage | 1.00% | |||||||||||||
Premium on debt being accreted | $ 7,300,000 | $ 7,300,000 | 7,300,000 | |||||||||||
6.00% Senior Notes due 2023 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Cumulative proceeds from issuance of private placement | $ 1,437,300,000 | |||||||||||||
6.00% Senior Notes due 2023 [Member] | Unsecured Debt [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility maturity date | Apr. 1, 2023 | |||||||||||||
Interest rate | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | |||||||||
Maturity date | 2,023 | 2,023 | 2,023 | |||||||||||
Debt obligations | $ 1,430,000,000 | $ 1,430,000,000 | $ 1,430,000,000 | $ 1,430,000,000 | ||||||||||
6.375% Senior Notes due 2025 [Member] | Unsecured Debt [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Line of credit facility maturity date | May 15, 2025 | |||||||||||||
Debt instrument, face amount | $ 350,000,000 | |||||||||||||
Interest rate | 6.375% | 6.375% | 6.375% | 6.375% | ||||||||||
Maturity date | 2,025 | 2,025 | 2,025 | |||||||||||
Debt obligations | 344,500,000 | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | |||||||||
Loss on extinguishment of debt | $ 8,400,000 | |||||||||||||
LIBOR [Member] | Term Loan Facility due 2021 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Revolver interest rate | 2.75% | |||||||||||||
LIBOR [Member] | Minimum [Member] | Secured Debt [Member] | Revolver [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Revolver interest rate | 2.00% | |||||||||||||
LIBOR [Member] | Maximum [Member] | Secured Debt [Member] | Revolver [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Revolver interest rate | 3.00% | |||||||||||||
LIBOR [Member] | Amendment and Restatement Agreement [Member] | Term Loan Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate decrease | 25.00% | |||||||||||||
Revolver interest rate | 2.75% | |||||||||||||
LIBOR [Member] | Amendment and Restatement Agreement [Member] | Minimum [Member] | Term Loan Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Revolver interest rate | 1.00% |
Income Taxes (Summary of (Benef
Income Taxes (Summary of (Benefit)/Provision for Income Taxes from Continuing Operations) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current Income Taxes | ||||
Federal | $ 0.7 | $ 1.6 | $ 0.8 | $ 3.1 |
State | 3.1 | 0.9 | 3.5 | 1.8 |
Foreign | 1 | 1.2 | 0.8 | |
Total | 4.8 | 2.5 | 5.5 | 5.7 |
Deferred Income Taxes | ||||
Federal | 8.2 | (5.3) | 9.9 | 1 |
State | (2) | (1.4) | (2.2) | (1.2) |
Foreign | 0.1 | (0.2) | 0.6 | (0.5) |
Total | 6.3 | (6.9) | 8.3 | (0.7) |
Total provision for income taxes | $ 11.1 | $ (4.4) | $ 13.8 | $ 5 |
Income Taxes (Income_(Loss) fro
Income Taxes (Income/(Loss) from Continuing Operations Before Income Tax) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||||
United States | $ 1.6 | $ 0.1 | $ (12.1) | $ (92.5) |
Foreign | (1.3) | (0.7) | (0.1) | (9.2) |
Loss from operations before income taxes | $ 0.3 | $ (0.6) | $ (12.2) | $ (101.7) |
Income Taxes (Reconciliations o
Income Taxes (Reconciliations of Actual Income Tax Provision and Tax Computed by Applying United States Federal Rate to Earnings Before Income Taxes) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Expected benefit at the statutory rate | $ (0.1) | $ (0.3) | $ (4.3) | $ (35.6) |
Non-deductible stock-based compensation | 10 | (5.1) | 17.4 | 42.1 |
State income taxes benefit, net of federal benefit | 0.1 | (0.5) | (4.5) | |
Transaction costs not deductible for tax purposes | 0.5 | 0.1 | 0.5 | 0.4 |
Foreign tax rate differential | 0.4 | (0.3) | 0.3 | 0.8 |
Other, net | 0.2 | 1.2 | 0.4 | 1.8 |
Total provision for income taxes | $ 11.1 | $ (4.4) | $ 13.8 | $ 5 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) $ / shares in Units, $ in Millions | Nov. 10, 2015USD ($)$ / sharesshares | Oct. 22, 2014USD ($)$ / sharesshares | Oct. 09, 2014 | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Mar. 31, 2015USD ($)$ / sharesshares | Oct. 10, 2015shares | Jun. 30, 2015USD ($)$ / sharesshares | Oct. 16, 2014shares | Oct. 10, 2014$ / shares |
Stockholders Equity Note [Line Items] | ||||||||||
Common stock, shares issued | shares | 244,667,472 | 243,008,679 | ||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Stock split ratio | 223,000 | |||||||||
Common stock, shares outstanding | shares | 244,667,472 | 223,000,000 | 243,008,679 | |||||||
Common stock issuance costs | $ 22.2 | |||||||||
Proceeds from issuance of common stock (net of issuance costs) | $ 387.2 | |||||||||
Increase in additional paid-in capital associated with stock-based compensation expense | 87.6 | |||||||||
Increase to additional paid-in capital associated with a tax benefit from stock-based compensation | 5.1 | |||||||||
Share based compensation tax difference benefit | 0.6 | |||||||||
Gross tax benefit recognized as cash inflow in financing activities | 7.9 | |||||||||
Excess tax benefit from stock-based compensation | (7.9) | |||||||||
Share repurchase and retirement | $ 17.9 | |||||||||
Share Repurchase Program Authorized November 10, 2015 [Member] | ||||||||||
Stockholders Equity Note [Line Items] | ||||||||||
Common stock, shares outstanding | shares | 726,327 | |||||||||
Repurchase share | shares | 355,557 | |||||||||
Average share price | $ / shares | $ 23.85 | |||||||||
Repurchase Value | $ 8.5 | |||||||||
Share repurchase program authorizes | $ 500 | |||||||||
Share repurchase program authorized period | 6 months | |||||||||
Share repurchase program remaining authorized shares | $ 491.5 | |||||||||
Amount withheld for tax obligations for vested RSU's | $ 9.4 | |||||||||
Shares withheld for tax obligations for vested RSU's | shares | 370,770 | |||||||||
Federal [Member] | ||||||||||
Stockholders Equity Note [Line Items] | ||||||||||
Net operating loss carryforward balance | $ 4.5 | |||||||||
IPO [Member] | ||||||||||
Stockholders Equity Note [Line Items] | ||||||||||
Shares Issued, Price Per Share | $ / shares | $ 19 | |||||||||
Gross proceeds from issuance of common stock | $ 304.2 | |||||||||
Common stock issuance costs | $ 22.2 | |||||||||
FPO [Member] | ||||||||||
Stockholders Equity Note [Line Items] | ||||||||||
Proceeds from issuance of common stock, shares | shares | 4,000,000 | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 27.35 | |||||||||
Gross proceeds from issuance of common stock | $ 109.5 | |||||||||
Common stock issuance costs | $ 4.3 | |||||||||
CII [Member] | ||||||||||
Stockholders Equity Note [Line Items] | ||||||||||
Common stock, shares issued | shares | 1,000 | |||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||
Parent Company [Member] | ||||||||||
Stockholders Equity Note [Line Items] | ||||||||||
Proceeds from issuance of common stock, shares | shares | 16,008,679 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock-based Compensation Expense Liability and Equity Classified Awards Included in Consolidated Statements of Operations) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 42.9 | $ (6) | $ 89 | $ 117.1 |
Operating Expense [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 5.1 | 0.9 | 11.8 | 15.4 |
Selling, General and Administrative Expenses [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 37.8 | (6.9) | 77.2 | 101.7 |
Common and Preferred Units [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 26.4 | (13.3) | 45.9 | 109.8 |
Part A Restricted Stock Units [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 10.2 | 2.6 | 20.2 | 2.6 |
Part B Restricted Stock Units [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 6 | $ 4.7 | 22.4 | $ 4.7 |
Part C Restricted Stock Units [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 0.3 | $ 0.5 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Millions | Oct. 16, 2014 | Oct. 09, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Reclassification of common unit liability to additional paid in capital | $ 490.2 | |||||||||
Vesting date | May 15, 2017 | |||||||||
Common stock distributed in connection with non-liquidating distribution | 20,460,047 | |||||||||
Adjustment to additional paid in capital fair value adjustment share based compensation awards | $ 12.4 | $ 12.4 | ||||||||
PCIP [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Incentive plan termination period | 10 years | |||||||||
Vested Portion of Part A Restricted Stock Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Total stock-based compensation expense | $ 10.2 | $ 2.6 | $ 20.2 | $ 2.6 | ||||||
Part A Restricted Stock Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common unit unvested | 1,746,847 | 933,217 | 1,746,847 | 933,217 | ||||||
Common stock distributed for existing share holders | 146,001 | 146,001 | ||||||||
Unrecognized compensation cost | $ 18.7 | $ 18.7 | ||||||||
Award recorded as liability | $ 2 | $ 1.9 | $ 2 | $ 1.9 | ||||||
Number of RSUs, Granted | 1,024,991 | |||||||||
Part B Restricted Stock Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares authorized | 1,449,860 | 1,426,812 | 1,490,023 | 1,388,280 | 2,222,048 | 1,449,860 | 2,222,048 | 1,490,023 | ||
Common unit unvested | 830,607 | 1,249,873 | 830,607 | 1,249,873 | ||||||
Common stock distributed for existing share holders | 2,210,534 | 2,210,534 | ||||||||
Total stock-based compensation expense | $ 6 | $ 4.7 | $ 22.4 | $ 4.7 | ||||||
Unrecognized compensation cost | $ 8.2 | $ 8.2 | ||||||||
Number of RSUs, Granted | 282,074 | 272,813 | 316,353 | 359,658 | 575,660 | 554,887 | ||||
Part C Restricted Stock Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Total stock-based compensation expense | $ 0.3 | $ 0.5 | ||||||||
Number of RSUs, Granted | 18,826 | |||||||||
CII [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares authorized | 625,000,000 | 625,000,000 | ||||||||
Unrecognized compensation cost | $ 37.5 | $ 37.5 | ||||||||
Common stock distributed in exchange for vested preferred units | 256,265 | |||||||||
CII [Member] | IPO [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common unit unvested | 29,555 | |||||||||
CII [Member] | Common Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common unit unvested | 6,353,302 | |||||||||
Common stock distributed for existing share holders | 10,294,867 | |||||||||
Total stock-based compensation expense | $ 13.3 | $ 109.8 | ||||||||
CII [Member] | Common and Preferred Units [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Total stock-based compensation expense | $ 26.4 | $ 45.9 |
Stock-Based Compensation (Sum47
Stock-Based Compensation (Summary Of Restricted Stock Units Activity) (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Jun. 30, 2015 | |
Part A Restricted Stock Units [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of RSUs, Outstanding beginning balance | 933,217 | 933,217 | |||||
Number of RSUs, Granted | 1,024,991 | ||||||
Number of RSUs, Vested | (146,001) | ||||||
Number of RSUs, Forfeited | (65,360) | ||||||
Number of RSUs, Outstanding ending balance | 1,746,847 | 933,217 | 1,746,847 | 933,217 | |||
Weighted average grant-date fair value per share, Outstanding beginning balance | $ 26.25 | $ 26.25 | |||||
Weighted average grant-date fair value per share, Granted | 26.32 | ||||||
Weighted average grant-date fair value per share, vested | $ 19.04 | ||||||
Weighted average remaining contractual term in months | 8 months | 7 months 3 days | |||||
Weighted average grant-date fair value per share, Outstanding ending balance | $ 26.84 | $ 26.25 | $ 26.84 | $ 26.25 | |||
Part B Restricted Stock Units [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of RSUs, Outstanding beginning balance | 1,249,873 | 1,249,873 | |||||
Number of RSUs, Granted | 282,074 | 272,813 | 316,353 | 359,658 | 575,660 | 554,887 | |
Number of RSUs, Vested | (915,177) | ||||||
Number of RSUs, Forfeited | (58,976) | ||||||
Number of RSUs, Outstanding ending balance | 830,607 | 1,249,873 | 830,607 | 1,249,873 | |||
Weighted average grant-date fair value per share, Outstanding beginning balance | $ 42.91 | $ 42.91 | |||||
Weighted average grant-date fair value per share, Granted | $ 18.0800 | $ 17.8300 | $ 27.1 | $ 24.36 | $ 63.12 | 17.96 | |
Weighted average grant-date fair value per share, vested | 48.74 | ||||||
Weighted average grant-date fair value per share, Forfeited | $ 21.97 | ||||||
Weighted average remaining contractual term in months | 5 months 27 days | 5 months 15 days | |||||
Weighted average grant-date fair value per share, Outstanding ending balance | $ 21.30 | $ 42.91 | $ 21.30 | $ 42.91 |
Stock-Based Compensation (Sum48
Stock-Based Compensation (Summary Of Part B RSUs Granted, Maximum Eligible Shares Of Stock And Grant Date Fair Value Per Part B RSU) (Details) - Part B Restricted Stock Units [Member] - $ / shares | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Part B RSUs granted | 282,074 | 272,813 | 316,353 | 359,658 | 575,660 | 554,887 |
Shares authorized | 1,449,860 | 1,426,812 | 1,490,023 | 1,388,280 | 2,222,048 | 1,449,860 |
Grant date fair value | $ 18.0800 | $ 17.8300 | $ 27.1 | $ 24.36 | $ 63.12 | $ 17.96 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Carrying value of the notes | $ 3,666.3 | $ 3,666.3 | $ 3,668.7 | ||
Hypothetical annual interest expense | 16.4 | ||||
Hypothetical increase to interest rate swap fair value | 9.5 | $ 9.5 | |||
Interest Rate Swap [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Hypothetical interest rate increase | 100.00% | ||||
Change in fair value of interest rate swap | (1) | $ 1.5 | $ (0.6) | $ (0.5) | |
Term Loan Facility due 2021 [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Carrying value of the notes | 1,620.2 | $ 1,620.2 | 1,627 | ||
Hypothetical interest rate increase | 1.00% | ||||
Term Loan Facility due 2021 [Member] | LIBOR [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Floor rate | 1.00% | ||||
Revolver interest rate | 2.75% | ||||
Notes [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Carrying value of the notes | 2,112.3 | $ 2,112.3 | 2,112.7 | ||
Fair value of the notes | $ 2,034 | $ 2,034 | $ 2,109.3 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule Of Financial Instruments Measured At Fair Value On A Recurring Basis) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Jun. 30, 2015 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest Rate Derivative Liabilities, at Fair Value | $ 3.5 | $ 4.1 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) $ in Millions | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Purchase commitments | $ 241.2 |
Related Party Transactions (Sch
Related Party Transactions (Schedule of Revenue and Expense Transactions) (Details) - O V S [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||
Revenues | $ 1.6 | $ 1.7 | $ 3.3 | $ 3.4 |
Operating costs | $ 0.1 | $ 0.4 | $ 0.2 | $ 0.7 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ in Millions | Dec. 15, 2014 | Jul. 02, 2012 | Jun. 28, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 |
Related Party Transaction [Line Items] | ||||||||
Due from related parties | $ 0.5 | $ 0.5 | $ 0.6 | |||||
10.125% Senior Notes due 2020 [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest rate | 10.125% | |||||||
Maturity date | 2,020 | |||||||
Unsecured Debt [Member] | 10.125% Senior Notes due 2020 [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest rate | 10.125% | 10.125% | 10.125% | |||||
Maturity date | 2,020 | 2,020 | ||||||
CII [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage by related party | 4.00% | 4.00% | ||||||
O V S [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due from related parties | $ 0.5 | $ 0.5 | $ 0.6 | |||||
Dan Caruso [Member] | Aircraft Reimbursement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payable to related party settled | 0.2 | $ 0.2 | 0.3 | $ 0.6 | ||||
Matt Erickson [Member] | Unsecured Debt [Member] | 10.125% Senior Notes due 2020 [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount due to related parties | $ 0.6 | $ 0.4 | $ 0.4 | |||||
Maturity date | 2,020 | |||||||
Redemption of notes to related party | $ 0.2 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) | 6 Months Ended |
Dec. 31, 2015item | |
Physical Infrastructure [Member] | Minimum [Member] | |
Segment Reporting Information [Line Items] | |
Number of dark fiber leased to customers | 2 |
Contract term | 3 years |
Physical Infrastructure [Member] | Maximum [Member] | |
Segment Reporting Information [Line Items] | |
Number of dark fiber leased to customers | 12 |
Contract term | 20 years |
Network Connectivity [ Member ] | Minimum [Member] | |
Segment Reporting Information [Line Items] | |
Contract term | 2 years |
Network Connectivity [ Member ] | Maximum [Member] | |
Segment Reporting Information [Line Items] | |
Contract term | 5 years |
Colocation and Cloud Infrastructure [ Member ] | Minimum [Member] | |
Segment Reporting Information [Line Items] | |
Contract term | 2 years |
Colocation and Cloud Infrastructure [ Member ] | Maximum [Member] | |
Segment Reporting Information [Line Items] | |
Contract term | 5 years |
Other [Member] | |
Segment Reporting Information [Line Items] | |
Contract term | 1 year |
Segment Reporting (Summary of F
Segment Reporting (Summary of Financial Information by Segments) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | $ 369.6 | $ 323.9 | $ 736.4 | $ 644.5 | |
Segment Adjusted EBITDA | 218.9 | 189.7 | 434.3 | 372.7 | |
Total assets | 6,273.5 | 4,989.2 | 6,273.5 | 4,989.2 | $ 6,094.6 |
Capital expenditures | 172.4 | 129.5 | 331.6 | 244.8 | |
Reportable Segments [Member] | Dark Fiber Solutions [ Member ] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 137.7 | 129.7 | 272.7 | 257.1 | |
Segment Adjusted EBITDA | 99.1 | 89.6 | 195.7 | 174.8 | |
Total assets | 3,078.3 | 2,652.1 | 3,078.3 | 2,652.1 | 2,830.1 |
Capital expenditures | 109.2 | 69.7 | 202.7 | 127.8 | |
Reportable Segments [Member] | Network Connectivity [ Member ] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 168.7 | 161.7 | 335.7 | 321.9 | |
Segment Adjusted EBITDA | 89.9 | 85.6 | 178.6 | 168.7 | |
Total assets | 1,900.7 | 1,766.3 | 1,900.7 | 1,766.3 | 1,807.7 |
Capital expenditures | 48.1 | 52.5 | 94.8 | 98.8 | |
Reportable Segments [Member] | Colocation and Cloud Infrastructure [ Member ] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 58.5 | 27 | 116.8 | 53.9 | |
Segment Adjusted EBITDA | 29 | 13.4 | 57.4 | 26.7 | |
Total assets | 1,027.2 | 250.1 | 1,027.2 | 250.1 | 1,032.6 |
Capital expenditures | 15.1 | 7.3 | 34.1 | 18.2 | |
Reportable Segments [Member] | Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 4.7 | 5.5 | 11.2 | 11.6 | |
Segment Adjusted EBITDA | 0.9 | 1.1 | 2.6 | 2.5 | |
Total assets | 34.4 | 36.1 | 34.4 | 36.1 | 35 |
Corporate/eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | $ 232.9 | $ 284.6 | $ 232.9 | $ 284.6 | $ 389.2 |
Segment Reporting (Reconciliati
Segment Reporting (Reconciliation from Segment Adjusted EBITDA to Net Loss from Continuing Operations) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting [Abstract] | ||||
Total Segment Adjusted EBITDA | $ 218.9 | $ 189.7 | $ 434.3 | $ 372.7 |
Interest expense | (51.2) | (53.4) | (105) | (100.3) |
Depreciation and amortization expense | (113.7) | (96.9) | (230.8) | (192.9) |
Transaction costs | (3.3) | (1.3) | (3.3) | (4.8) |
Stock-based compensation | (42.9) | 6 | (89) | (117.1) |
Loss on extinguishment of debt | (30.9) | (30.9) | ||
Unrealized foreign currency loss | (7.1) | (13.3) | (17.8) | (27.9) |
Non-cash loss on investments | (0.4) | (0.5) | (0.6) | (0.5) |
Provision for income taxes | (11.1) | 4.4 | (13.8) | (5) |
Loss from operations before income taxes | $ 0.3 | $ (0.6) | $ (12.2) | $ (101.7) |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - Jan. 15, 2016 - Subsequent Event [Member] CAD in Millions, $ in Millions | CADitemmi | USD ($)itemmi | USD ($) |
Amendment and Restatement Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Amended term loan facility | $ | $ 400 | ||
Term loan priced percent | 99.00% | 99.00% | |
Amendment and Restatement Agreement [Member] | LIBOR [Member] | |||
Subsequent Event [Line Items] | |||
Revolver interest rate | 3.50% | 3.50% | |
Minimum effective rate | 1.00% | 1.00% | |
Allstream | |||
Subsequent Event [Line Items] | |||
Business acquisition, percentage of voting interests acquired | 100.00% | 100.00% | |
Net consideration paid | CAD 427 | $ 298 | |
Working capital and other liabilities assumed in the acquisition | CAD 38 | $ 26 | |
Long-haul network | 12,500 | 12,500 | |
Metro fiber network | 5,500 | 5,500 | |
Network concentrating net buildings | 3,300 | 3,300 | |
Number of Canada's metropolitan markets | item | 5 | 5 | |
Allstream | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Additional Route Miles Acquired | 18,000 | 18,000 |