Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2019 | May 07, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Zayo Group Holdings, Inc. | |
Entity Central Index Key | 0001608249 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 235,583,764 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2019 | Jun. 30, 2018 |
Current assets | ||
Cash and cash equivalents | $ 179.7 | $ 256.7 |
Trade receivables, net of allowance of $16.9 and $11.1 as of March 31, 2019 and June 30, 2018, respectively | 216.9 | 235.6 |
Prepaid expenses | 71.7 | 74.1 |
Other current assets | 42.8 | 29.7 |
Assets held for sale | 41.8 | |
Total current assets | 511.1 | 637.9 |
Property and equipment, net | 5,679.1 | 5,427.6 |
Intangible assets, net | 1,142.3 | 1,212.1 |
Goodwill | 1,709.4 | 1,719.1 |
Deferred income taxes, net | 30.7 | 37.6 |
Other assets | 191.2 | 175.6 |
Total assets | 9,263.8 | 9,209.9 |
Current liabilities | ||
Accounts payable | 47.5 | 45.9 |
Accrued liabilities | 298.2 | 312.3 |
Accrued interest | 85.4 | 72.6 |
Current portion of long-term debt | 5 | 5 |
Capital lease obligations, current | 9.2 | 11.9 |
Deferred revenue, current | 170.8 | 162.9 |
Liabilities associated with assets held for sale | 6.1 | |
Total current liabilities | 616.1 | 616.7 |
Long-term debt, non-current | 5,864.1 | 5,690.1 |
Capital lease obligation, non-current | 171.5 | 121.6 |
Deferred revenue, non-current | 1,135.9 | 1,076.3 |
Deferred income taxes, net | 178.6 | 147.1 |
Other long-term liabilities | 50.7 | 57.8 |
Total liabilities | 8,016.9 | 7,709.6 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Common stock, $0.001 par value - 850,000,000 shares authorized; 235,583,764 and 246,438,483 shares issued and outstanding as of March 31, 2019 and June 30, 2018, respectively | 0.2 | 0.2 |
Additional paid-in capital | 1,554 | 1,881.6 |
Accumulated other comprehensive loss | (28.3) | (15.5) |
Accumulated deficit | (279) | (366) |
Total stockholders' equity | 1,246.9 | 1,500.3 |
Total liabilities and stockholders' equity | $ 9,263.8 | $ 9,209.9 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2019 | Jun. 30, 2018 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Trade receivables allowance | $ 16.9 | $ 11.1 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 850,000,000 | 850,000,000 |
Common stock, shares issued | 235,583,764 | 246,438,483 |
Common stock, shares outstanding | 235,583,764 | 246,438,483 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 647.2 | $ 649 | $ 1,927.4 | $ 1,945.2 |
Operating costs and expenses | ||||
Operating costs (excluding depreciation and amortization and including stock-based compensation—Note 9) | 226.3 | 234.9 | 676.7 | 702.6 |
Selling, general and administrative expenses (including stock-based compensation—Note 9) | 128.1 | 117.7 | 375.7 | 368 |
Depreciation and amortization | 161.2 | 190.9 | 475.9 | 570.4 |
Total operating costs and expenses | 515.6 | 543.5 | 1,528.3 | 1,641 |
Operating income | 131.6 | 105.5 | 399.1 | 304.2 |
Other expenses | ||||
Interest expense | (86.4) | (75.3) | (252.6) | (222) |
Loss on extinguishment of debt | (4.9) | |||
Foreign currency gain/(loss) on intercompany loans | 7.1 | 13.9 | (5.8) | 27.8 |
Other income, net | 0.4 | 0.4 | 7.3 | 1.7 |
Total other expenses, net | (78.9) | (61) | (251.1) | (197.4) |
Income from operations before income taxes | 52.7 | 44.5 | 148 | 106.8 |
Provision for income taxes | 18 | 21 | 61 | 46.8 |
Net income | $ 34.7 | $ 23.5 | $ 87 | $ 60 |
Weighted-average shares used to compute net income per share: | ||||
Basic | 234.9 | 248.1 | 239.5 | 247.3 |
Diluted | 235.8 | 249.7 | 240.9 | 248.7 |
Net income per share: | ||||
Basic and diluted | $ 0.15 | $ 0.09 | $ 0.36 | $ 0.24 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 34.7 | $ 23.5 | $ 87 | $ 60 |
Foreign currency translation adjustment, net of tax | 7.2 | (8.1) | (15.2) | 14.8 |
Defined benefit pension plan adjustments, net of tax | (0.1) | (5.8) | 2.4 | (10.8) |
Comprehensive income | $ 41.8 | $ 9.6 | $ 74.2 | $ 64 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Common Stock | Additional paid-in Capital | Accumulated Other Comprehensive Income/(Loss) | Accumulated Deficit | Total |
Balance at Jun. 30, 2017 | $ 0.2 | $ 1,884 | $ 5.4 | $ (468.9) | $ 1,420.7 |
Balance, shares at Jun. 30, 2017 | 246,471,551 | ||||
Stock-based compensation | 67.8 | 67.8 | |||
Stock-based compensation, shares | 2,192,075 | ||||
Foreign currency translation adjustment, net of tax | 14.8 | 14.8 | |||
Defined benefit pension plan adjustments, net of tax | (10.8) | (10.8) | |||
Net income | 60 | 60 | |||
Balance at Mar. 31, 2018 | $ 0.2 | 1,951.8 | 9.4 | (408.9) | 1,552.5 |
Balance, shares at Mar. 31, 2018 | 248,663,626 | ||||
Balance at Jun. 30, 2017 | $ 0.2 | 1,884 | 5.4 | (468.9) | 1,420.7 |
Balance, shares at Jun. 30, 2017 | 246,471,551 | ||||
Balance at Jun. 30, 2018 | $ 0.2 | 1,881.6 | (15.5) | (366) | $ 1,500.3 |
Balance, shares at Jun. 30, 2018 | 246,438,483 | 246,438,483 | |||
Balance at Dec. 31, 2017 | $ 0.2 | 1,931.2 | 23.3 | (432.4) | $ 1,522.3 |
Balance, shares at Dec. 31, 2017 | 248,105,766 | ||||
Stock-based compensation | 20.6 | 20.6 | |||
Stock-based compensation, shares | 557,860 | ||||
Foreign currency translation adjustment, net of tax | (8.1) | (8.1) | |||
Defined benefit pension plan adjustments, net of tax | (5.8) | (5.8) | |||
Net income | 23.5 | 23.5 | |||
Balance at Mar. 31, 2018 | $ 0.2 | 1,951.8 | 9.4 | (408.9) | 1,552.5 |
Balance, shares at Mar. 31, 2018 | 248,663,626 | ||||
Balance at Jun. 30, 2018 | $ 0.2 | 1,881.6 | (15.5) | (366) | $ 1,500.3 |
Balance, shares at Jun. 30, 2018 | 246,438,483 | 246,438,483 | |||
Stock-based compensation | 74.9 | $ 74.9 | |||
Stock-based compensation, shares | 2,119,173 | ||||
Foreign currency translation adjustment, net of tax | (15.2) | (15.2) | |||
Repurchase and retirement of common shares | (402.5) | (402.5) | |||
Repurchase and retirement of common shares (in shares) | (12,973,892) | ||||
Defined benefit pension plan adjustments, net of tax | 2.4 | 2.4 | |||
Net income | 87 | 87 | |||
Balance at Mar. 31, 2019 | $ 0.2 | 1,554 | (28.3) | (279) | $ 1,246.9 |
Balance, shares at Mar. 31, 2019 | 235,583,764 | 235,583,764 | |||
Balance at Dec. 31, 2018 | $ 0.2 | 1,530.7 | (35.4) | (313.7) | $ 1,181.8 |
Balance, shares at Dec. 31, 2018 | 234,851,738 | ||||
Stock-based compensation | 23.3 | 23.3 | |||
Stock-based compensation, shares | 732,026 | ||||
Foreign currency translation adjustment, net of tax | 7.2 | 7.2 | |||
Defined benefit pension plan adjustments, net of tax | (0.1) | (0.1) | |||
Net income | 34.7 | 34.7 | |||
Balance at Mar. 31, 2019 | $ 0.2 | $ 1,554 | $ (28.3) | $ (279) | $ 1,246.9 |
Balance, shares at Mar. 31, 2019 | 235,583,764 | 235,583,764 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||||||||||
Net income | $ 34.7 | $ 23.5 | $ 87 | $ 60 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||
Depreciation and amortization | 161.2 | 190.9 | 475.9 | 570.4 | ||||||
Loss on extinguishment of debt | 4.9 | |||||||||
Gain on sale of SRT | (5.5) | |||||||||
Non-cash interest expense | 7.6 | 9.7 | ||||||||
Stock-based compensation | 27 | 19.2 | 79.9 | 70.5 | ||||||
Amortization of deferred revenue | (112.9) | (100.3) | ||||||||
Foreign currency loss/(gain) on intercompany loans | (7.1) | (13.9) | 5.8 | (27.8) | ||||||
Deferred income taxes | 37.1 | 39 | ||||||||
Provision for bad debts | 8.7 | 5.8 | ||||||||
Non-cash loss on investments | 0.2 | 0.1 | 0.8 | 0.5 | ||||||
Changes in operating assets and liabilities, net of acquisitions | ||||||||||
Trade receivables | 5.5 | (33.7) | ||||||||
Accounts payable and accrued liabilities | 19.2 | 23.7 | ||||||||
Additions to deferred revenue | 138.7 | 138 | ||||||||
Other assets and liabilities | (21.8) | (41.2) | ||||||||
Net cash provided by operating activities | 726 | 719.5 | ||||||||
Cash flows from investing activities | ||||||||||
Purchases of property and equipment | (206.4) | (195.1) | (591.1) | (581.9) | ||||||
Cash paid for acquisitions, net of cash acquired | (155.3) | |||||||||
Proceeds from sale of SRT, net of cash held in escrow | 39 | |||||||||
Other | (0.2) | |||||||||
Net cash used in investing activities | (552.1) | (737.4) | ||||||||
Cash flows from financing activities | ||||||||||
Proceeds from debt | 275 | 462.8 | ||||||||
Principal payments on long-term debt | (108.8) | (314.4) | ||||||||
Principal payments on capital lease obligations | (5.6) | (6.4) | ||||||||
Payment of debt issue costs | (4.2) | |||||||||
Common stock repurchases | (402.5) | |||||||||
Cash paid for Santa Clara acquisition financing arrangement and other | (5.8) | (3.8) | ||||||||
Net cash (used in)/provided by financing activities | (247.7) | 134 | ||||||||
Net cash flows | (73.8) | 116.1 | ||||||||
Effect of changes in foreign exchange rates on cash | (6.6) | (7.3) | ||||||||
Net (decrease)/increase in cash, cash equivalents and restricted cash | (80.4) | 108.8 | ||||||||
Cash, cash equivalents and restricted cash, beginning of year | $ 334 | 261.3 | 225.2 | $ 225.2 | ||||||
Cash, cash equivalents and restricted cash, end of period | 180.9 | 261.3 | 334 | 180.9 | 334 | 261.3 | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||||||
Cash paid for interest, net of capitalized interest | 222.8 | 195.1 | ||||||||
Cash paid for income taxes | 3.5 | 16.9 | ||||||||
Non-cash purchases of equipment through capital leasing | 53 | 18.2 | ||||||||
Non-cash purchases of equipment through nonmonetary exchange | 35.7 | 10.7 | ||||||||
Decrease in accounts payable and accrued expenses for purchases of property and equipment | (16.3) | (45.8) | ||||||||
Cash and cash equivalents | $ 179.7 | $ 256.7 | $ 329.3 | $ 220.7 | ||||||
Restricted cash included in other assets | 1.2 | 4.6 | 4.7 | 4.5 | ||||||
Total cash, cash equivalents and restricted cash | $ 180.9 | $ 334 | $ 334 | $ 261.3 | $ 225.2 | $ 225.2 | $ 180.9 | $ 261.3 | $ 334 | $ 225.2 |
BUSINESS AND BASIS OF PRESENTAT
BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Mar. 31, 2019 | |
BUSINESS AND BASIS OF PRESENTATION | |
BUSINESS AND BASIS OF PRESENTATION | (1) BUSINESS 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 providing access to bandwidth infrastructure. 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 provides communication infrastructure solutions, including fiber and bandwidth connectivity, colocation and cloud infrastructure, to businesses primarily in the United States (“U.S.”), Canada and Europe. The Company provides its products and offerings through six segments: · Fiber Solutions, including dark fiber and mobile infrastructure solutions. · Transport, including Ethernet, wavelength, wholesale IP and SONET solutions. · Enterprise Networks, including private lines, dedicated Internet and cloud-based computing and storage products. · Colocation, including provision of colocation space and power and interconnection offerings. · Allstream, including Cloud VoIP and Data Solutions. · Other offerings, including Zayo Professional Services (“ZPS”). The Company’s shares are listed on the New York Stock Exchange (NYSE) under the ticker symbol “ZAYO”. On May 3, 2018, the Company announced that it completed the first phase of its investigation on the advisability and feasibility of a conversion to a real estate investment trust for U.S. federal income tax purposes (a “REIT”). The Company has begun the next phase of its evaluation and preparation for a potential conversion to a REIT. As part of these efforts, the Company has begun a direct dialogue with the U.S. Internal Revenue Service (“IRS”) in an effort to obtain clarity and support for its position and is seeking a private letter ruling (“PLR”) from the IRS. The Company’s ability to qualify for taxation as a REIT will depend upon its continuing compliance following REIT conversion with various requirements, including requirements related to the nature of its assets, the sources of its income and the distributions to its stockholders. The Company is requesting that the PLR address whether the Company’s revenues from dark and lit fiber satisfy applicable REIT income tests, and the Company’s ultimate decision to convert to a REIT may depend upon a favorable ruling from the IRS on this topic. The Company submitted a PLR request to the IRS in July 2018, but the IRS may not provide a response until later in 2019 or later or may not respond at all. On November 7, 2018, the Company announced plans to separate into two publicly traded companies - one to focus on providing communications infrastructure and another to leverage infrastructure to provide solutions for enterprise customers - with the core tenets of the plan being simplification of the business and a focus on a communications infrastructure business. In February 2019, the Company announced that while the tenets of this plan remain intact, the Company no longer believed it is in the shareholders’ best interests for the separation to include a public spin. See Note 16— Subsequent Events for information on a significant merger development. 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, 2018 included in the Company’s Annual Report on Form 10-K/A for the year ended June 30, 2018. 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 nine months ended March 31, 2019 are not necessarily indicative of the operating results for any future interim period or the full year. Unless otherwise noted, dollar amounts and disclosures throughout the notes to the condensed consolidated financial statements are presented in millions of dollars. The Company’s fiscal year ends June 30 each year, and we refer to the fiscal year ending June 30, 2020 as “Fiscal 2020”, the fiscal year ending June 30, 2019 as “Fiscal 2019” and the fiscal year ending June 30, 2018 as “Fiscal 2018”. 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. 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, determining the defined benefit costs and defined benefit obligations related to post-employment benefits, determining the fair value of plan assets related to post-employment benefits and estimating certain 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. Significant Accounting Policies On July 1, 2018, the Company adopted the requirements of Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASC 606”). See “ Recently Adopted Accounting Pronouncements” below and Note 13 – Revenue and Contract Costs for additional disclosure on the Company’s adoption of ASC 606 and its impact on the condensed consolidated financial statements. There have been no other changes to the Company’s significant accounting policies as described in its Annual Report on Form 10-K/A for the year ended June 30, 2018. Recently Issued Accounting Pronouncements In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows companies to reclassify the income tax effects resulting from tax bill H.R.1 from accumulated other comprehensive income to retained earnings. The standard also requires certain new disclosures regardless of the election. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 (Fiscal 2020 for the Company), with early adoption permitted. The Company does not expect ASU 2018- In February 2016, the FASB issued ASU 2016-02, Leases . The new guidance supersedes existing guidance on accounting for leases in Topic 840 and is intended to increase the transparency and comparability of accounting for lease transactions. ASU 2016-02 requires most leases to be recognized on the balance sheet. Lessees will need to recognize a right-of-use asset and a lease liability for virtually all leases. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting remains similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard (ASC 606). The ASU will require both quantitative and qualitative disclosures regarding key information about leasing arrangements. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 (Fiscal 2020 for the Company). Early adoption is permitted. The standard will require application of the new guidance at the beginning of the earliest comparative period presented using a modified retrospective transition and provides for certain practical expedients. The Company established a project team and commenced an initial impact assessment process. To date, the Company has reviewed a sample of lessee and lessor arrangements and made preliminary assessments of the impact this standard will have on the consolidated financial statements. Additionally, the Company has commenced its implementation of a lease accounting software system. Although it is still assessing the impact of this standard, the Company expects the new guidance to significantly increase the reported assets and liabilities on the consolidated balance sheets. There are currently no plans to early adopt ASU 2016-02. Recently Adopted Accounting Pronouncements In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . This ASU requires an employer to report the service cost component of net periodic pension cost and net periodic postretirement cost in the same line item in the statement of operations as other compensation costs arising from services rendered by the related employees during the period. The other net cost components are required to be presented in the statement of operations separately from the service cost component and outside a subtotal of income from operations. Additionally, the line item used in the statement of operations to present the other net cost components must be disclosed in the notes to the financial statements. This ASU is effective for fiscal years beginning after December 15, 2017 (Fiscal 2019 for the Company), and interim periods within those fiscal years, and must be applied on a retrospective basis. The adoption did not result in a material impact to the condensed consolidated financial statements for either of the three and nine months ended March 31, 2019 or 2018 and retrospective application was applied. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new standard requires a statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 (Fiscal 2019 for the Company). The retrospective adoption of this accounting standard did not have a material impact on its condensed consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classifications of Certain Cash Receipts and Cash Payments. The new standard provides guidance for eight changes with respect to how cash receipts and cash payments are classified in the statement of cash flows, with the objective of reducing diversity in practice. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2017 (Fiscal 2019 for the Company). The retrospective adoption of this accounting standard did not have a material impact on its condensed consolidated financial statements. In May 2014, the FASB issued ASC 606, which replaces numerous requirements in U.S. GAAP, including industry-specific requirements, and provides companies with a single revenue recognition model for recognizing revenue from certain contracts with customers. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers and addressed accounting for costs to acquire and fulfill contracts. The standard does not impact the manner in which the Company accounts for revenue arrangements accounted for as leases. Effective July 1, 2018, the Company adopted the requirements of ASC 606 and used the full retrospective transition method. The full retrospective transition method requires the Company to restate each prior reporting period presented. The Company has implemented internal controls and system functionality to enable the preparation of financial information in accordance with ASC 606. The adoption of ASC 606 has an impact on the manner in which the Company recognizes revenue associated with dark fiber sales that include the transfer of title to certain network assets, which prior to ASC 606 was considered a sale of real estate or integral equipment. Under previous GAAP, the Company deferred the recognition of revenue on the sale of network infrastructure assets that were considered to be integral equipment if the Company had a substantial continuing involvement in the transferred asset. The consideration received in this type of arrangement had historically been amortized to revenue ratably over the period in which the Company had a substantial continuing involvement in the transferred asset. Under ASC 606 the asset transferred in this type of arrangement is derecognized from the balance sheet and the amount of the transaction price attributable to the asset being sold is recognized upon customer acceptance. This change had an impact of (decreasing)/increasing the revenue previously reported by the Company during the years ended June 30, 2018 and 2017 by ($1.5) million and $20.5 million, respectively. The full retrospective adoption of ASC 606 also resulted in increasing the previously reported operating costs during the year ended June 30, 2017 by $18.8 million, which represents the net book value of assets transferred to customers in these types of arrangements during Fiscal 2017. The assets transferred in these real estate sales had historically been included in property and equipment, net on the Company’s balance sheet. Upon the adoption of ASC 606, the net book value of these assets of $19.6 million was removed from the Company’s condensed consolidated balance sheet. The Company also derecognized from its June 30, 2018 balance sheet $1.5 million and $20.5 million in related deferred revenue, current and non-current, respectively, which represented the unamortized consideration received on these arrangements. An additional impact from the adoption of ASC 606 is the accounting for the incremental costs of acquiring new service contracts, including certain compensation expense for internal sales representatives. Under ASC 606, the Company capitalizes these incremental costs of obtaining customer contracts and amortizes the expense over the relevant contract term. In addition, the Company will assess its deferred contract cost asset for impairment on a periodic basis. Prior to the adoption of ASC 606, compensation paid to internal sales representatives for obtaining new service contracts was expensed as incurred. The impact of the retrospective adoption of ASC 606 resulted in an increase to selling, general and administrative expenses as previously reported by the Company during the years ended June 30, 2018 and 2017 by $1.1 million and $0.2 million, respectively. Additionally, the Company recorded an increase to the previously reported other current assets and other assets on the consolidated balance sheet as of June 30, 2018 of $7.1 million and $5.6 million, respectively, to reflect the deferred cost of acquiring service contracts that will be recognized in future periods over the relevant contract term. The table below presents the impact the full retrospective adoption of ASC 606 had on the Company’s condensed statement of operations for the years ended June 30, 2018 and 2017 and each of the quarters of Fiscal 2018: Fiscal Year ended Quarter Ended (unaudited) June 30, June 30, September 30, December 31, March 31, June 30, (in millions) Revenue $ (1.5) $ 20.5 $ (0.4) $ (0.4) $ (0.4) $ (0.3) Operating costs — 18.8 — — — — Selling, general and administrative expenses 1.1 0.2 (0.2) 0.6 (0.3) 1.0 Depreciation and amortization (0.9) (0.7) (0.3) (0.3) (0.2) (0.1) Provision for income taxes (2.7) 0.8 — (2.5) — (0.2) Net income $ 1.0 $ 1.4 $ 0.1 $ 1.8 $ 0.1 $ (1.0) The table below presents the impact the full retrospective adoption of ASC 606 had on the Company’s consolidated balance sheet for the year ended June 30, 2018: As of June 30, 2018 As Previously Reported Effect of Adoption As Adjusted (in millions) Assets Other current assets $ 22.6 $ 7.1 $ 29.7 Property and equipment, net $ 5,447.2 $ (19.6) $ 5,427.6 Other assets $ 170.0 $ 5.6 $ 175.6 Liabilities Deferred revenue, current $ 164.4 $ (1.5) $ 162.9 Deferred revenue, non-current $ 1,096.8 $ (20.5) $ 1,076.3 Deferred income taxes, net $ 143.2 $ 3.9 $ 147.1 Stockholders' equity Accumulated deficit $ (377.2) $ 11.2 $ (366.0) |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Mar. 31, 2019 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | (2) EARNINGS PER SHARE Basic earnings per share attributable to the Company’s common shareholders is computed by dividing net earnings attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings 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. The Company’s computation of diluted income per share included an adjustment of 0.9 million and 1.4 million shares for the three and nine months ended March 31, 2019, respectively, and included an adjustment of 1.6 million and 1.4 million shares for the three and nine months ended March 31, 2018, respectively, to the basic weighted-average shares to account for the dilutive effect of the Part A and Part B restricted stock units (“RSUs”) and related issuance of common shares upon vesting (see Note 9 – Stock-based Compensation ) (calculated using the treasury method). |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 9 Months Ended |
Mar. 31, 2019 | |
ACQUISITIONS AND DISPOSITIONS | |
ACQUISITIONS AND DISPOSITIONS | (3) ACQUISITIONS AND DISPOSITIONS Since inception through March 31, 2019, the Company has consummated 4 5 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 2018 Neutral Path Communications On April 17, 2018, the Company acquired substantially all of the assets of Neutral Path Communications and Near North Partners (collectively, “Neutral Path”) for $33.3 million, which is net of cash acquired and also included an estimate for a contingent payment based on sales performance through June 30, 2018. As of March 31, 2019, $4.0 million of the purchase consideration is being held in escrow pending the expiration of the indemnification adjustment period. The all-cash acquisition was funded with cash on hand and was considered an asset purchase for U.S. federal income tax purposes. Neutral Path is a long haul infrastructure provider, providing access to a fiber network section in the Midwest. The transaction added owned plus additional leased route miles to the Company’s extensive North American network, including a unique high-count fiber route from Minneapolis to Omaha. McLean Data Center On April 4, 2018, the Company acquired McLean Data Center, a privately owned data center, for an insignificant amount. The acquisition was considered an asset purchase for U.S. federal income tax purposes and a business combination for accounting purposes. The Company assumed an operating lease obligation and acquired certain assets, such as cash, structural components, equipment, and assumed customer contracts. Spread Networks On February 28, 2018, the Company acquired Spread Networks, LLC (“Spread Networks”), a privately owned telecommunications provider that owns and offers access to a high-fiber count long haul route connecting New York and Chicago, for net purchase consideration of $130.5 million, net of cash acquired, subject to certain post-closing adjustments. During the three months ended March 31, 2019, the indemnification adjustment period expired and the final distribution of $0.6 million of the indemnity escrow fund was made. The all-cash acquisition was funded with cash on hand and debt and was considered an asset purchase for U.S. federal income tax purposes. Optic Zoo Networks On January 18, 2018, the Company acquired Vancouver, BC Canada-based Optic Zoo Networks for net purchase consideration of CAD $30.9 million (or $24.8 million), net of cash acquired, subject to certain post-closing adjustments. Optic Zoo Networks owns and provides access to high-capacity fiber in Vancouver. As of March 31, 2019, CAD $3.1 million (or $2. 3 million) of the purchase consideration is being held in escrow pending the expiration of the indemnification adjustment period . The acquisition was funded with cash on hand and was considered a stock purchase for U.S. federal income 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 March 31, 2019, the Company has completed its fair value analysis and calculations in sufficient detail necessary to arrive at the final estimates of the fair value of working capital and non-working capital acquired assets and assumed liabilities, including the allocations to goodwill and intangible assets, property and equipment and resulting deferred taxes for all of its acquisitions completed during Fiscal 2018. As a result of integrated reporting, it is impracticable to determine the amount of revenue and net income associated with each acquisition recognized in the post-acquisition period. The table below reflects the Company's estimates of the acquisition date fair values of the assets acquired and liabilities assumed from its Fiscal 2018 acquisitions: Neutral Path McLean Data Center Spread Networks Optic Zoo Networks Acquisition date April 17, 2018 April 4, 2018 February 28, 2018 January 18, 2018 (in millions) Cash $ 0.7 $ 9.2 $ 1.5 $ 1.4 Other current assets 0.2 — 4.2 0.4 Property and equipment 15.2 0.6 143.7 13.1 Intangibles 6.9 — 9.3 3.8 Goodwill 15.9 — 14.4 10.4 Deferred tax assets 1.5 — 7.1 — Other assets — — 1.4 0.2 Total assets acquired 40.4 9.8 181.6 29.3 Current liabilities 0.6 1.6 2.6 0.6 Deferred revenue 5.8 — 27.2 1.2 Deferred tax liability, net — — — 1.3 Other liabilities — 8.2 19.8 — Total liabilities assumed 6.4 9.8 49.6 3.1 Net assets acquired 34.0 — 132.0 26.2 Less cash acquired (0.7) (9.2) (1.5) (1.4) Net consideration paid $ 33.3 $ (9.2) $ 130.5 $ 24.8 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. See Note 4 – Goodwill for the allocation of the Company's acquired goodwill to each of its reporting units. In the Company’s 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 generally 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, travel expense, severance expense incurred associated with acquisitions or disposals, and other direct expenses incurred that are associated with signed and/or closed acquisitions or disposals and unsuccessful acquisitions. The Company incurred transaction costs of $0.9 million and $4.4 million for the three and nine months ended March 31, 2019, respectively, and $3.3 million and $1 7.5 million for the three and nine months ended March 31, 2018, respectively. Included in the three and nine months ended March 31, 2019 are transaction costs of $0.7 million and $1.6 million, respectively, related to divestitures of assets. 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 acquisitions for the nine months ended March 31, 2018 as if the Fiscal 2018 acquisitions occurred on July 1, 2017. The pro forma net income for the three and nine months ended March 31, 2018 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 2018 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 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, 2017. For the Three Months Ended For the Nine Months Ended (in millions) Revenue $ 654.4 $ 1,966.5 Net income $ 21.9 $ 53.7 Net income per share: Basic and diluted $ 0.09 $ 0.22 Dispositions Completed During Fiscal 2019 Scott-Rice Telephone Co. On July 31, 2018, the Company completed the sale of Scott-Rice Telephone Co. (“SRT”), a Minnesota incumbent local exchange carrier, for $42.2 million to Nuvera Communications, Inc. (formerly New Ulm Telecom, Inc.). As of March 31, 2019, $3.2 million of purchase consideration was held in escrow. The Company recognized a pre-tax gain of $5.5 million on the sale, which is included in other income, net in the condensed consolidated statements of operations. The Company acquired SRT as part of its March 1, 2017 purchase of Electric Lightwave Parent, Inc. and it was included as part of the Allstream segment. SRT had a pre-tax net loss of $1.6 million for the year ended June 30, 2018 and pre-tax net income of $2.9 million from when it was acquired in March 1, 2017 through June 30, 2017. SRT qualified as held-for-sale as of March 31, 2018 and was classified as held-for-sale in the Company’s June 30, 2018 balance sheet. The Company concluded that SRT was not a significant disposal group and did not represent a strategic shift, and therefore was not classified as discontinued operations. The following tables summarize the net assets and liabilities held for sale as of June 30, 2018: June 30, 2018 (in millions) Assets held for sale: Property and equipment, net $ 35.7 Goodwill 5.2 Other assets 0.9 Total assets held for sale $ 41.8 Liabilities associated with assets held for sale: Deferred tax liability, net $ 5.1 Other liabilities 1.0 Total liabilities associated with assets held for sale $ 6.1 |
GOODWILL
GOODWILL | 9 Months Ended |
Mar. 31, 2019 | |
GOODWILL | |
GOODWILL | (4) GOODWILL The Company’s goodwill balance was $1,709.4 million and $1,719.1 million as of March 31, 2019 and June 30, 2018, respectively. The Company’s reporting units are comprised of its strategic product groups (“SPG” or “SPGs”). Effective April 1, 2018, the Company implemented further organizational changes by creating two new reporting units: CloudLink Solutions (“CloudLink”) and Live Video Solutions (“Live Video”). In connection with the organizational change, goodwill was re-allocated to the Company’s SPGs on a relative fair value basis. The Company completed an assessment immediately prior to and after the organizational change at the SPG level and determined that it is more likely than not that the fair value of the Company’s reporting units is greater than their carrying amounts. As of March 31, 2019, the Company’s SPGs were comprised of the following: Fiber Solutions, Zayo Wavelength Solutions (“Waves”), Zayo SONET Solutions (“SONET”), Zayo Ethernet Solutions (“Ethernet”), Live Video, Wide Area Networks (“WANs”, formerly Enterprise Private and Connectivity), Zayo Cloud Solutions (“Cloud”), Zayo Colocation (“zColo”), CloudLink, Allstream, and Other (primarily ZPS). The following reflects the changes in the carrying amount of goodwill during the nine months ended March 31, 2019: Product Group As of June 30, 2018 Adjustments to Fiscal 2018 Foreign Currency As of March 31, 2019 (in millions) Fiber Solutions $ 756.4 $ (5.2) $ (0.8) $ 750.4 Waves 194.8 (1.3) (1.1) 192.4 Sonet 87.6 — — 87.6 Ethernet 104.2 (0.2) (0.3) 103.7 Live Video 3.3 — — 3.3 WANs 179.3 — — 179.3 zColo 260.1 — (0.8) 259.3 Cloud 65.3 — — 65.3 Cloudlink 13.5 — — 13.5 Allstream 39.0 — — 39.0 Other 15.6 — — 15.6 Total $ 1,719.1 $ (6.7) $ (3.0) $ 1,709.4 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Mar. 31, 2019 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | (5) INTANGIBLE ASSETS Identifiable intangible assets as of March 31, 2019 and June 30, 2018 were as follows: Gross Carrying Amount Accumulated Net (in millions) March 31, 2019 Finite-Lived Intangible Assets Customer relationships $ 1,597.7 $ (475.8) $ 1,121.9 Underlying rights and other 3.4 (1.3) 2.1 Total 1,601.1 (477.1) 1,124.0 Indefinite-Lived Intangible Assets Certifications 3.5 — 3.5 Underlying rights and other 14.8 — 14.8 Total $ 1,619.4 $ (477.1) $ 1,142.3 June 30, 2018 Finite-Lived Intangible Assets Customer relationships $ 1,597.0 $ (405.6) $ 1,191.4 Underlying rights and other 2.7 (0.6) 2.1 Total 1,599.7 (406.2) 1,193.5 Indefinite-Lived Intangible Assets Certifications 3.5 — 3.5 Underlying rights and other 15.1 — 15.1 Total $ 1,618.3 $ (406.2) $ 1,212.1 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Mar. 31, 2019 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | (6) LONG-TERM DEBT As of March 31, 2019 and June 30, 2018, long-term debt was as follows: Date of Outstanding as of Issuance or most Maturity Interest Interest Rate March 31, 2019 June 30, 2018 (in millions) Term Loan Facility due 2021 Jan 2017 Jan 2021 Monthly LIBOR +2.00% $ 490.0 $ 493.8 B-2 Term Loan Facility Feb 2018 Jan 2024 Monthly LIBOR +2.25% 1,269.3 1,269.3 6.00% Senior Unsecured Notes Jan & Mar 2015 Apr 2023 Apr/Oct 6.00% 1,430.0 1,430.0 6.375% Senior Unsecured Notes May 2015 & Apr 2016 May 2025 May/Nov 6.375% 900.0 900.0 5.75% Senior Unsecured Notes Jan, Apr & Jul 2017 Jan 2027 Jan/Jul 5.75% 1,650.0 1,650.0 Revolving Loan Facility Jan/Apr 2019 (1) Apr 2020 Monthly LIBOR +1.75% 170.0 — Total obligations 5,909.3 5,743.1 Unamortized premium, net 12.0 11.6 Unamortized debt issuance costs (52.2) (59.6) Carrying value of debt 5,869.1 5,695.1 Less current portion (5.0) (5.0) Total long-term debt, less current portion $ 5,864.1 $ 5,690.1 (1) The most recent borrowings under the Revolving Loan Facility occurred in January 2019 and the most recent amendment on the Revolving Loan Facility was in April 2019. See Note 16 - Subsequent Events . Term Loan Facility and Revolving Credit Facility On May 6, 2015, ZGL and Zayo Capital, Inc. (“Zayo Capital”) entered into an Amendment and Restatement Agreement whereby the Credit Agreement (the “Credit Agreement”) governing their senior secured term loan facility (the “Term Loan Facility”) and $450.0 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 a portion of the outstanding term loans under the Term Loan Facility from July 2, 2019 to May 6, 2021, which was subsequently revised to January 19, 2021 in Incremental Amendment No. 2 (as defined and discussed below). The terms of the Term Loan Facility require the Company to make quarterly principal payments of 25 basis points per quarter of the original loan amount (unless reduced by any prepayments) plus an annual payment of up to 50% of excess cash flow, as determined in accordance with the Credit Agreement (no such annual payment was required during Fiscal 2018). On January 15, 2016, ZGL and Zayo Capital entered into an Incremental Amendment (the “Amendment”) to the Credit Agreement. Under the terms of the Amendment, the portion of the Term Loan Facility due 2021 was increased by $400.0 million (the “Incremental Term Loan”). The additional amounts borrowed bear interest at LIBOR plus 3.5% with a minimum LIBOR rate of 1.0%. The $400.0 million add-on was priced at 99.0%. No other terms of the Credit Agreement were amended. The Incremental Term Loan proceeds were used to fund the acquisition of Allstream, Inc. and Allstream Fiber U.S. Inc. and for general corporate purposes. On July 22, 2016, ZGL and Zayo Capital entered into a Repricing Amendment (the “Repricing Amendment”) to the Credit Agreement. Per the terms of the Repricing Amendment, the Incremental Term Loan was repriced at par to bear interest at a rate of LIBOR plus 2.75%, with a minimum LIBOR rate of 1.0%, which represented a downward adjustment of 75 basis points. No other terms of the Credit Agreement were amended. On January 19, 2017, ZGL and Zayo Capital entered into an Incremental Amendment No. 2 (the “Incremental Amendment”) to the Company’s Credit Agreement. Per the terms of the Incremental Amendment, the existing $1.85 billion of term loans under the Credit Agreement were repriced at 99.75% with one $500.0 million tranche that bears interest at a rate of LIBOR plus 2.0%, with a minimum LIBOR rate of 0.0% and a maturity date of four years from incurrence (January 19, 2021), which represents a downward adjustment of 75 basis points along with the lowering of the previous LIBOR floor, and a second $1.35 billion tranche (the “B-2 Term Loan” and along with the $500.0 million tranche, the “Refinancing Term Loans”) that bears interest at a rate of LIBOR plus 2.5%, with a minimum LIBOR rate of 1.0% and a maturity of seven years from incurrence, which represents a downward adjustment of 25 basis points. In addition, per the terms of the Incremental Amendment, ZGL and Zayo Capital added a new $650.0 million term loan tranche under the Credit Agreement (the “Electric Lightwave Incremental Term Loan”) that bears interest at LIBOR plus 2.5%, with a minimum LIBOR rate of 1.0%, with a maturity of seven years from the closing date of the Incremental Amendment. In connection with the Incremental Amendment, the full $2,500.0 million Term Loan Facility, including the Refinancing Term Loans and the Electric Lightwave Incremental Term Loan, was re-issued at a price of 99.75%. No other material terms of the Credit Agreement with respect to the Refinancing Term Loans and the Electric Lightwave Incremental Term Loan were amended. On April 10, 2017, $570.1 million of the B-2 Term Loan and the Electric Lightwave Incremental Term Loan was repaid from proceeds of issuance of senior unsecured notes as further discussed below. Additionally, in July 2017, $310.7 million of the B-2 Term Loan was repaid from the proceeds of issuance of senior unsecured notes as further discussed below. On July 20, 2017, ZGL and Zayo Capital entered into a second repricing (the “Repricing Amendment No. 2”) to the Credit Agreement. Per the terms of the Repricing Amendment No. 2, the outstanding balances of the B-2 Term Loan and Electric Lightwave Incremental Term Loan were repriced at par to bear interest at a rate of LIBOR plus 2.25%, with a minimum LIBOR rate of 1.0%, which represented a downward adjustment of 25 basis points. No other terms of the Credit Agreement were amended. In connection with the Repricing Amendment No. 2, the Company recognized an expense of $4.9 million during the nine months ended March 31, 2018 associated with debt extinguishment. The $4.9 million loss on extinguishment of debt primarily represents non-cash expenses associated with the write-off of unamortized debt issuance costs and the issuance discounts on the portion of the Credit Agreement, as further amended. The loss on extinguishment of debt also includes certain fees paid to third parties involved in the Repricing Amendment No. 2. On December 22, 2017, ZGL and Zayo Capital entered into a third repricing amendment (the “Repricing Amendment No. 3”) to the Credit Agreement. Per the terms of the Repricing Amendment No. 3, the Revolver under the Credit Agreement was repriced to bear interest at a rate of LIBOR plus 1.00% to LIBOR plus 1.75% per annum based on the Company’s leverage ratio, which represented a downward adjustment of 100 basis points. No other terms of the Credit Agreement were amended. T he Revolver matures on April 17, 2020, which was subsequently extended as further defined and discussed below in Note 16 – Subsequent Events . 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 are subject to a fee of 1.00% to 1.75% per annum based upon ZGL’s leverage ratio. On February 26, 2018, ZGL and Zayo Capital entered into an amendment (the “Incremental Amendment No. 3”) to the Credit Agreement. Per the terms of the Incremental Amendment No. 3, the Company added a new $150 million term loan tranche under the Credit Agreement (the “Incremental $150 Million Term Loan”). The Incremental $150 Million Term Loan bears interest at LIBOR plus 2.25%, with a minimum LIBOR rate of 1.0%, with a maturity date of January 19, 2024, which is coterminous with the B-2 Term Loan. The Company used the proceeds of the Incremental $150 Million Term Loan for general corporate purposes, including the funding of acquisitions permitted under the Credit Agreement. No other terms of the Credit Agreement were amended. The weighted average interest rates (including margin) on the Term Loan Facility were approximately 4.7% and 4.3% as of March 31, 2019 and June 30, 2018, respectively. The weighted average interest rate on the Revolver was approximately 4.2% as of March 31, 2019. The interest rate on the Revolver was approximately 3.8% as of June 30, 2018, and there were no borrowings outstanding under the Revolver as of such date. The Company borrowed $25.0 million and $275.0 million under the Revolver during the three and nine months ended March 31, 2019, respectively. As of March 31, 2019, $170.0 million was outstanding under the Revolver and $ 1,759.3 million in aggregate principal amount was outstanding under the Term Loan Facility. Standby letters of credit were outstanding in the amount of $8.5 million as of March 31, 2019, leaving $271.5 million available under the Revolver, subject to certain conditions. Senior Unsecured Notes 6.00% Senior Unsecured Notes due 2023 On January 23, 2015 and March 9, 2015, ZGL and Zayo Capital completed private offerings of aggregate principal amounts of $700.0 million and $730.0 million, respectively, of 6.00% senior unsecured notes due in 2023 (the “2023 Unsecured Notes”). 6.375% Senior Unsecured Notes due 2025 On April 14, 2016, ZGL and Zayo Capital completed a private offering of $550.0 million aggregate principal amount of 2025 Unsecured Notes (the “Incremental 2025 Notes”). The Incremental 2025 Notes were priced at 97.76% and were an additional issuance of the $350.0 million 6.375% senior unsecured notes due in 2025 that were originally issued on May 6, 2015 (the “2025 Notes” and together with the Incremental 2025 Notes, the “2025 Unsecured Notes”). The net proceeds from the Incremental 2025 Notes, plus cash on hand, were used to (i) redeem the then outstanding $325.6 million 10.125% senior unsecured notes due 2020, including the required $20.3 million make-whole premium and accrued interest, and (ii) repay $196.0 million of borrowings under the then outstanding secured Term Loan Facility. 5.75% Senior Unsecured Notes due 2027 On January 27, 2017, ZGL and Zayo Capital completed a private offering of $800.0 million aggregate principal amount of 5.75% senior unsecured notes due 2027 (the “January 2027 Notes”), which were issued at par. T he net proceeds from the offering, along with the Electric Lightwave Incremental Term Loan discussed above, were used to fund the Electric Lightwave acquisition . On April 10, 2017, the Company completed a private offering of $550.0 million aggregate principal amount of 5.75% senior unsecured notes due 2027 (the “Incremental 2027 Notes”). The Incremental 2027 Notes were an additional issuance of the January 2027 Notes and were priced at 104.0%. The net proceeds from the Incremental 2027 Notes were used to repay certain outstanding balances on the Company’s B-2 Term Loan. On July 5, 2017, the Company completed a private offering of $300.0 million aggregate principal amount of 5.75% senior notes due 2027 (the “July Incremental 2027 Notes” and together with the Incremental 2027 Notes and the January 2027 Notes, the “2027 Unsecured Notes”). The July Incremental 2027 Notes were an additional issuance of the January 2027 Notes and Incremental 2027 Notes and were priced at 104.25%. The net proceeds of $310.7 million from the offering were used to further repay certain outstanding balances on the Company’s B-2 Term Loan. Debt covenants The indentures (the “Indentures”) governing the 2023 Unsecured Notes, the 2025 Unsecured Notes and the 2027 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 or equal to 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 Credit Agreement also requires ZGL and its subsidiaries to comply with customary affirmative and negative covenants, including covenants restricting the ability of ZGL and its subsidiaries, subject to specified exceptions, to incur additional indebtedness, make additional guaranties, incur additional liens on assets, or dispose of assets, pay dividends, or make other distributions, voluntarily prepay certain other indebtedness, enter into transactions with affiliated persons, make investments and amend the terms of certain other indebtedness. The Indentures limit any increase in ZGL’s secured indebtedness (other than certain forms of secured indebtedness expressly permitted under the Indentures) to a pro forma secured debt ratio of 4.50 times ZGL’s previous quarter’s annualized modified EBITDA (as defined in the 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 March 31, 2019. 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. The Term Loan Facility and Revolver are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by all of ZGL’s current and future domestic restricted subsidiaries. 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 $114.1 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. The balance of debt issuance costs as of March 31, 2019 and June 30, 2018 was $52.2 million and $59.6 million, respectively, net of accumulated amortization of $61.9 million and $54.5 million, respectively. The amortization of debt issuance costs is included on the condensed consolidated statements of cash flows within non-cash interest expense along with the amortization or accretion of the premium and discount on the Company’s indebtedness. Interest expense associated with the amortization of debt issuance costs was $2.5 million and $7.4 million for the three and nine months ended March 31, 2019, respectively, and $2.4 million and $ 7.1 million for the three and nine months ended March 31, 2018, respectively. Debt issuance costs are presented in the condensed consolidated balance sheets as a reduction to long-term debt, non-current. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Mar. 31, 2019 | |
INCOME TAXES | |
INCOME TAXES | (7) INCOME TAXES 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 nine month periods ended March 31, 2019 and 2018, respectively, is as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 (in millions) Applicable statutory rate Expected provision at the statutory rate $ 11.1 $ 12.4 $ 31.1 $ 29.8 Increase/(decrease) due to: Stock-based compensation 1.7 1.6 5.3 4.1 State income tax expense, net of federal benefit 2.0 1.3 6.0 2.8 Non-deductible transaction costs 0.3 0.4 0.7 0.6 Change in statutory tax rates outside U.S. — — (0.1) 0.8 Changes in uncertain tax positions 1.8 — 8.2 — Foreign tax rate differential 1.4 (1.0) 2.9 (2.7) U.S. Tax Reform — 4.6 7.2 48.7 Change in valuation allowance (1.5) (0.2) (2.3) (31.6) Other, net 1.2 1.9 2.0 (5.7) Provision for income taxes $ 18.0 $ 21.0 $ 61.0 $ 46.8 On December 22, 2017, the U.S. federal government enacted a tax bill, H.R.1, An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 , previously known as the Tax Cuts and Jobs Act of 2017 (“U.S. Tax Reform”). U.S. Tax Reform reduced the U.S. corporate tax rate from 35% to 21%, created a territorial tax system with a one-time mandatory repatriation tax on previously deferred foreign earnings, and changed business-related deductions and credits. ASC 740, Income Taxes , requires companies to recognize the effect of tax law changes in the period of enactment. The SEC staff issued SAB 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which will allow registrants to record provisional amounts during a measurement period. The measurement period is similar to the measurement period used when accounting for business combinations under ASC 805, Business Combinations . SAB 118 allows a registrant to recognize provisional amounts when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. Provisional amounts were recorded in prior quarters; however, the measurement period ended as of December 31, 2018 and final amounts were recorded in the three months ended December 31, 2018. Therefore, no amounts were recognized related to U.S. Tax Reform under SAB 118 for the three months ended March 31, 2019. Although these amounts are no longer provisional, the determination of U.S. Tax Reform’s income tax effects may change following future legislation or further interpretation based on the publication of U.S. Treasury regulations as well as guidance from the Internal Revenue Service and state tax authorities. Amounts recognized related to U.S. Tax Reform under SAB 118 for the nine months ended March 31, 2019: Tax Expense recognized for the Nine Months Ended March 31, 2019 Change in statutory tax rate, U.S. only $ 6.2 Changes to indefinite reinvestment assertion (0.2) Repatriation Tax 1.2 Net impacts of U.S. Tax Reform $ 7.2 The Company files income tax returns in various federal, state, and local jurisdictions including the United States, Canada, United Kingdom and France. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities in major tax jurisdictions for years before 2013. As of March 31, 2019 and June 30, 2018, the Company had gross unrecognized tax benefits of $12.0 million and $3.0 million, respectively. During the nine months ended March 31, 2019, an additional $9.0 million ($8.2 million net of federal benefit) was recognized for prior year tax positions. These amounts include accrued interest and penalties of $1.9 million as of March 31, 2019 and $0.1 million as of June 30, 2018. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. |
EQUITY
EQUITY | 9 Months Ended |
Mar. 31, 2019 | |
EQUITY | |
EQUITY | (8) EQUITY On May 7, 2018, the Board of Directors of the Company authorized the repurchase of up to $500 million of the Company’s common stock from time to time using a variety of methods, including open market purchases, privately negotiated transactions and other means in accordance with federal securities laws. During the nine months ended March 31, 2019, the Company repurchased 12,973,892 shares of its outstanding common stock at an average price of $31.03, or $402.5 million. The authorization expired on November 7, 2018 with the Company having repurchased $496.0 million under the authorization. During the three and nine months ended March 31, 2019, the Company recorded an increase of $23.3 million and $74.9 million, respectively, in additional paid-in capital associated with stock-based compensation expense related to the Company’s equity classified stock-based compensation awards (See Note 9 – Stock-based Compensation ). |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Mar. 31, 2019 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | (9) STOCK-BASED COMPENSATION The following tables summarize the Company’s stock-based compensation expense for liability and equity classified awards included in the condensed consolidated statements of operations. Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 (in millions) Included in: Operating costs $ 2.4 $ 2.1 $ 7.8 $ 7.6 Selling, general and administrative expenses 24.6 17.1 72.1 62.9 Total stock-based compensation expense $ 27.0 $ 19.2 $ 79.9 $ 70.5 Part A restricted stock units $ 23.2 $ 16.8 $ 68.9 $ 58.4 Part B restricted stock units 3.1 1.9 9.3 10.6 Part C restricted stock units 0.7 0.5 1.7 1.5 Total stock-based compensation expense $ 27.0 $ 19.2 $ 79.9 $ 70.5 Performance Compensation Incentive Program During October 2014, the Company adopted the 2014 Performance Compensation Incentive Program (“PCIP”). The PCIP includes incentive cash compensation and equity in the form of restricted stock units (“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, certain full-time employees, including the Company’s executives, are eligible to earn quarterly awards of RSUs. Each participant in Part A of the PCIP will have an RSU annual award target value, which will be allocated to each fiscal quarter. The final Part A value awarded to a participant for any fiscal quarter is determined by the Compensation Committee of the Board of Directors 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 will be 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 respective performance period. Part A RSUs will vest on the last day of the fifteen month period subsequent to the end of the performance period (for awards relating to quarterly periods through June 30, 2017) or the twelve month period subsequent to the end of the performance period (for awards relating to the quarterly period ended September 30, 2017 and subsequent quarters), subject to continuous employment through such date. Upon vesting, the RSUs convert to an equal number of shares of the Company’s common stock. Additionally, Part A RSUs may be granted to certain employees upon commencement of their employment with the Company. During the three and nine months ended March 31, 2019, the Company recognized $23.2 million and $68.9 million, respectively, of compensation expense associated with the vested portion of the Part A awards. During the three and nine months ended March 31, 2018, the Company recognized $16.8 million and $58.4 million, respectively, of compensation expense associated with the vested portion of the Part A awards. The March 2019 and June 2018 quarterly awards were recorded as liabilities totaling $5.9 million and $ 5.7 million, as of March 31, 2019 and June 30, 2018, 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 accrued 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 March 31, 2019, the remaining unrecognized compensation cost to be expensed over the remaining vesting period for Part A awards is $23.1 million. The following table summarizes the Company’s Part A RSU activity for the nine months ended March 31, 2019: Number of Part A Weighted average Weighted average Outstanding at July 1, 2018 2,246,495 $ 35.08 6.4 Granted 2,206,340 28.74 Vested (2,058,668) 34.13 Forfeited (369,784) n/a Outstanding at March 31, 2019 2,024,383 $ 28.40 6.3 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 the ending price being the average closing price over the last ten trading days of the quarter immediately prior to vesting. The RSUs vest on the last day of the twelve month period after the beginning of the performance period (for awards vesting on or prior to June 30, 2018) or the fifteen month period after the beginning of the performance period (for awards vesting after June 30, 2018), subject to continued employment through such date. 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 Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) are also awarded quarterly grants of RSUs under the same provisions as other Part B participants outlined above. However, beginning with the grant during the three months ended December 31, 2018, in the case of the CEO, and beginning with the grant during the three months ended March 31, 2019, in the case of the CFO, awards are subject to additional vesting criteria that are based on the Company’s stock performance subsequent to the end of the measurement period. In order for the CEO and CFO to receive the maximum award, the Company’s stock price must remain at or above the ending measurement period price for the six months subsequent to the end of the performance period. The following table summarizes the Company’s Part B RSU activity for the nine months ended March 31, 2019: Number of Part B Weighted average Weighted average Outstanding at July 1, 2018 185,775 $ 57.19 8.9 Granted 217,883 47.40 Vested (124,129) 48.62 Forfeited (5,141) n/a Outstanding at March 31, 2019 274,388 $ 51.35 8.1 The table below reflects the total Part B RSUs granted during Fiscal 2019 and 2018, the maximum eligible shares of the Company’s common stock that the respective Part B RSU grant could be converted into shares of the Company’s common stock, and the grant date fair value per Part B RSU during the period indicated. The table below also reflects the units converted to the Company’s common stock at a vesting date that is subsequent to the period indicated for those RSUs granted during the period indicated: During the Three Months Ended March 31, 2019 December 31, 2018 September 30, Part B RSUs granted 98,342 61,123 58,418 Maximum eligible shares of the Company's common stock 826,073 513,433 403,084 Average grant date fair value per Part B RSU $ $ $ Units converted to Company's common stock at vesting date n/a n/a n/a During the Three Months Ended June 30, 2018 March 31, 2018 December 31, 2017 September 30, 2017 Part B RSUs granted 78,123 77,218 82,556 163,960 Maximum eligible shares of the Company's common stock 539,049 532,804 569,636 590,256 Average grant date fair value per Part B RSU $ 74.44 $ 52.47 $ 45.10 $ 19.06 Units converted to Company's common stock at vesting date n/a — — 54,671 During the three and nine months ended March 31, 2019, the Company recognized stock-based compensation expense of $3.1 million and $9.3 million, respectively, related to Part B awards. During the three and nine months ended March 31, 2018, the Company recognized stock-based compensation expense of $1.9 million and $10.6 million, respectively, related to Part B awards. 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 $7.0 million at March 31, 2019. 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 three and nine months ended March 31, 2019, the Company’s independent directors were granted 30,319 and 60,505 Part C RSUs, respectively. During the three and nine months ended March 31, 2018, the Company’s independent directors were granted 13,555 and 43,502 Part C RSUs, respectively. During the three and nine months ended March 31, 2019, the Company recognized $0.7 million and $ 1.7 million, respectively, of stock-based compensation expense associated with the Part C awards. During the three and nine months ended March 31, 2018, the Company recognized $0.5 million and $1. 5 million, respectively, of compensation expense associated with the Part C RSUs. |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 9 Months Ended |
Mar. 31, 2019 | |
EMPLOYEE BENEFITS | |
EMPLOYEE BENEFITS | (10) EMPLOYEE BENEFITS The service cost component of the defined benefit pension and post-retirement benefit (OPEB) plans is included within selling, general and administrative expenses and all other components are recognized in other income, net in the accompanying condensed consolidated statements of operations. Pension Plans Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 ( in millions) ( in millions) Service cost $ 0.8 $ 0.7 $ 2.2 $ 2.1 Interest cost 1.0 0.9 2.8 1.6 Expected return on plan assets (1.5) (1.4) (4.1) (2.5) Amortization of service cost from earlier periods 0.2 0.2 0.6 0.2 Gain on curtailment (1) — — (0.4) — Net periodic pension cost $ 0.5 $ 0.4 $ 1.1 $ 1.4 (1) During the three months ended September 30, 2018, the Company approved an amendment to the defined benefit pension plan freezing benefit accruals for certain members of the pension plan as of September 30, 2018. The plan freeze had an immaterial impact to the financial statements for the nine months ended March 31, 2019. OPEB Plans Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 ( in millions) ( in millions) Service cost $ — $ — $ 0.1 $ 0.1 Interest cost — 0.1 0.2 0.3 Net periodic post-retirement benefit cost $ — $ 0.1 $ 0.3 $ 0.4 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Mar. 31, 2019 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | (11) FAIR VALUE MEASUREMENTS The Company’s financial instruments consist of cash and cash equivalents, restricted cash, trade receivables, accounts payable, long-term debt, certain post-employment plans 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 March 31, 2019 and June 30, 2018 due to the short maturity of these instruments. The carrying value of the Notes, excluding debt issuance costs, reflects the original amounts borrowed, inclusive of net unamortized premium, and was $ 4,001.7 million and $4,003.4 million as of March 31, 2019 and June 30, 2018, respectively. Based on market interest rates for debt of similar terms and average maturities, the fair value of the Notes as of March 31, 2019 and June 30, 2018 was estimated to be $3,998.0 million and $3,986.5 million, respectively. The Company’s fair value estimates associated with its obligations with respect to the Notes 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, inclusive of unamortized discounts, and was $ 1,749.6 million and $1,751.3 million as of March 31, 2019 and June 30, 2018, respectively. The Company’s Term Loan Facility accrues interest at variable rates based upon the one-month, three-month or six-month LIBOR plus i) a spread of 2.0% on the Company’s $500.0 million tranche (which has a LIBOR floor of 0.0%) and ii) a spread of 2.25% on its B-2 Term Loan tranche (which has a LIBOR floor of 1.00%) . Based on market interest rates for debt of similar terms and average maturities, the fair value of the Company’s Term Loan Facility as of March 31, 2019 and June 30, 2018 was estimated to be $1,746.7 million and $1,772.3 million, respectively. The Company’s fair value estimates associated with its Term Loan Facility obligations were derived utilizing Level 2 inputs—quoted prices for similar instruments in active markets. As of March 31, 2019, there was a $170.0 million balance outstanding under the Company's Revolver. As of June 30, 2018, there was no balance outstanding under the Company's Revolver. A hypothetical increase in the applicable interest rate on the Company’s Term Loan Facility and Revolver of one percentage point above the 1.0% LIBOR floor would increase the Company’s annual interest expense by approximately $ 19.3 million. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | (12) COMMITMENTS AND CONTINGENCIES Purchase commitments At March 31, 2019, the Company was contractually committed for $ 446.0 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. During the nine months ended March 31, 2019, the Company entered into a CAD $127.0 million (or $93.2 million) commitment for telecommunications services over a two year period. As of March 31, 2019, CAD $111.9 million (or $83.8 million) remained on the commitment. Also, during the nine months ended March 31, 2019, the Company entered into a CAD $40.0 million (or $29.3 million) commitment for telecommunications services over a three year period. As of March 31, 2019, CAD $28.7 million (or $21.5 million) remained on the commitment. Outstanding Letters of Credit As of March 31, 2019, the Company had $8.5 million in outstanding letters of credit, which were primarily entered into in connection with various lease agreements. Additionally, as of March 31, 2019, Zayo Canada, Inc., a subsidiary of the Company, had CAD $3.5 million (or $2. 6 million) in letters of credit under a CAD $5.0 million (or $3.7 million) unsecured credit agreement. 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. |
REVENUE AND CONTRACT COSTS
REVENUE AND CONTRACT COSTS | 9 Months Ended |
Mar. 31, 2019 | |
REVENUE AND CONTRACT COSTS | |
REVENUE AND CONTRACT COSTS | (13) REVENUE AND CONTRACT COSTS The Company earns revenues from contracts with customers, primarily through the provision of telecommunications and other related offerings. Revenues from leasing arrangements, such as those from dark fiber contracts and colocation facility rental agreements, are not accounted for under ASC 606. Other revenues are accounted for under ASC 606, which the Company adopted on July 1, 2018, using the full retrospective transition method. The Company recognizes revenues derived from leasing access to the Company’s fiber optic telecommunications infrastructure and colocation offerings when the offering has been provided and there is persuasive evidence of an arrangement, the fee is fixed or determinable, customer acceptance has been obtained with relevant contract terms, and collection of the receivable is reasonably assured. Taxes collected from customers and remitted to a governmental authority are reported on a net basis and are excluded from revenue. Most revenue is billed in advance on a fixed-rate basis and the remainder is billed in arrears on a transactional basis determined by customer usage. The Company often bills customers for upfront charges, which are non-refundable. These charges relate to activation fees, installation charges or prepayments for future access or offerings and are influenced by various business factors including how the Company and customer agree to structure the payment terms. These upfront charges are assessed to determine if they represent separate performance obligations or to determine if they provide the customer with a material right (such as discounted pricing on renewals or future orders). A majority of the Company’s upfront payments from customers do not relate to a separate performance obligation, do not provide the customer with a material right and are recognized to revenue ratably over the underlying contract term. Upfront payments that give the customer a right to renew a product offering at a discounted rate are amortized over the period the Company expects to provide the underlying offering. The Company typically records revenues from leases of dark fiber, including indefeasible rights-of-use (“IRU”) agreements, over the term that the customer is given exclusive access to the assets. Dark fiber IRU agreements generally require the customer to make a down payment upon the execution of the agreement with monthly IRU fees paid over the contract term. However, in some cases, the Company receives up to the entire lease payment at the inception of the lease and recognizes the revenue ratably over the lease term. Revenue related to professional services to provide network management and technical support is recognized as services are provided. In determining the appropriate amount of revenue and related reserves to reflect in its consolidated financial statements, management evaluates payment history, credit ratings, customer financial performance, and historical or potential billing disputes and related estimates are based on these factors and assumptions. Nature of the Company’s Products and Offerings The Company operates and manages the business in six reportable segments. Revenue is disaggregated by products and offerings, which the Company views as the relevant categorization of revenues for the Company’s businesses. See Note 15 – Segment Reporting , for additional information on the nature of the Company’s products and offerings by segment. The Company’s Fiber Solutions and zColo segments have contract terms that are accounted for as leases and are further described below. Fiber Solutions arrangements are generally fixed rate contracts and can be payable upfront, on a monthly recurring basis or a combination of both. Monthly recurring payment structures in this segment generally include annual inflationary pricing escalators. A majority of the revenue earned from the Fiber Solutions segment is not accounted for under ASC 606 as the contract terms are accounted for as lease arrangements. The Company recognizes revenue associated with its dark fiber leases on a straight-line basis from the customer acceptance date through the lease term. The Fiber Solutions segment may provide telecommunications construction solutions or perform variable non-routine maintenance activities that are billable to its customers. These types of solutions are accounted for under ASC 606 and are recognized as the service is performed. Revenue recognized from these non-lease arrangements was $15.1 million and $29.7 million during the three and nine months ended March 31, 2019, respectively, and $6.7 million and $16.9 million during the three and nine months ended March 31, 2018, respectively. The Company’s contract terms for the zColo segment includes terms that may be fixed or variable. The Company’s zColo revenue contracts generally include multiple performance obligations including space and infrastructure, which is considered a lease component, and power and remote hand component, which are considered to be separate components of the zColo revenue arrangement. The transaction price in contracts that include multiple performance obligations is allocated to each performance obligation based on the Company’s standalone selling price for each component when such offerings are sold separately. In instances where the Company does not sell the product or offering separately, the Company estimates the standalone selling prices based on observable inputs as well as various market conditions. The Company estimates the standalone selling price to be the price of the offerings when sold on a standalone basis without any promotional discounts. The Company recognizes revenue on space and infrastructure leases on a straight-line basis over the customer lease term. The Company’s customer leases often include customary renewal terms. However, the Company does not include any extension options in a customer’s lease term for lease classification purposes or recognizing rental revenue unless it is reasonably certain that the customer will exercise the extension renewal option. The excess of zColo lease revenue recognized in excess of lease payments received is recorded within other assets on the Company’s condensed consolidated balance sheets. Customer power arrangements are coterminous with the respective customer lease and may be billed at fixed or variable rates. The Company recognizes revenue on its fixed rate power contracts as the arrangements are rendered, as the customer simultaneously receives and consumes the benefit of the arrangements provided. Variable contracts are invoiced based on usage and are billed in arrears and recognized as the usage occurs. Revenue is recognized on remote hand services as the services are provided. Revenue recognized by the zColo segment from these non-lease arrangements was $13.7 million and $42.1 million during the three and nine months ended March 31, 2019, respectively, and was $14.3 million and $42.9 million during the three and nine months ended March 31, 2018, respectively. Contracts in the Company’s zColo segment do not include significant financing components. The Company’s contract terms for Transport, Enterprise Networks, Allstream and Other segments include terms that may be fixed or variable. The Company recognizes revenue on its fixed rate contracts as the product offerings are rendered, as the customer simultaneously receives and consumes the benefit of the products provided. Variable contracts are invoiced based on usage and are billed in arrears and recognized as the usage occurs. These contracts do not include significant financing components and generally include a single performance obligation. The transaction price in contracts that include multiple performance obligations is allocated to each performance obligation based on the Company’s standalone selling price for each product offering. The Company estimates the standalone selling price to be the price of the offering when sold on a standalone basis without any promotional discounts. The Company may provide performance-based credits associated with the solution it offers, which are accounted for as variable consideration when estimating the transaction price. Credits are estimated at contract inception and are updated at the end of each reporting period as additional information becomes available. The assessment of this variable consideration involves judgment and impacts the Company’s determination of transaction price and related disclosures. Remaining Performance Obligation Associated with Non-Lease Arrangements A majority of the Company’s revenue is provided over a contract term. When allocating the total contract transaction price to identified performance obligations, a portion of the total transaction price relates to performance obligations that are yet to be satisfied or are partially satisfied as of the end of the reporting period. In determining the transaction price allocated to remaining performance obligations, the Company does not include non-recurring charges and estimates for usage. Remaining performance obligations associated with the Company’s contracts reflect recurring charges billed, adjusted to reflect estimates for sales incentives and revenue adjustments. The table below reflects an estimate of the remaining transaction price of fixed fee, non-lease revenue arrangements to be recognized in the future periods presented. The table below does not include estimated amounts to be recognized in future periods associated with variable usage-based consideration. Three Months Ending Year ended June 30, June 30, 2020 2021 2022 2023 Thereafter Total (in millions) Reportable Segment Fiber Solutions $ 1.7 $ 10.0 $ 5.0 $ 1.5 $ — $ — $ 18.2 Transport 129.3 320.3 156.5 56.9 22.8 24.7 710.5 Enterprise Networks 71.4 178.2 82.9 28.6 7.8 1.9 370.8 zColo 10.5 27.7 14.6 7.7 4.0 5.6 70.1 Allstream 59.6 74.2 18.9 4.2 1.2 0.3 158.4 Total $ 272.5 $ 610.4 $ 277.9 $ 98.9 $ 35.8 $ 32.5 $ 1,328.0 Contract Assets and Liabilities The timing of revenue recognition may differ from the time of billing to the Company’s customers. Customer receivables represent an unconditional right to consideration net of an estimated allowance for doubtful accounts. Contract balances represent amounts from an arrangement when either the Company has performed, by transferring a solution to the customer in advance of receiving all or partial consideration for such goods and offerings from the customer, or the customer has made payment to the Company in advance of obtaining control of the goods and/or offerings promised to the customer in the contract. Contract liabilities arise when the Company bills its customers and receives consideration in advance of providing the goods or offerings promised in the contract. Contract liabilities are recognized as revenue when product offerings are provided to the customer. Contract liabilities are presented in the Company’s condensed consolidated balance sheet as deferred revenue. The following table presents information about the Company’s customer receivables, contract assets and contract liabilities as of March 31, 2019 and June 30, 2018: March 31, 2019 June 30, 2018 (in millions) Customer receivable, net (1) $ 168.2 $ 164.0 Contract liabilities (1) $ 56.1 $ 68.9 (1) Amounts do not include balances associated with lease revenue from the Company’s Fiber Solutions and zColo segments. During the three and nine months ended March 31, 2019, the Company recognized $5.5 million and $16.4 million, respectively, of revenue that was included in contract liabilities as of June 30, 2018. During the three and nine months ended March 31, 2018, the Company recognized $5.6 million and $16.9 million, respectively, of revenue that was included in contract liabilities as of June 30, 2017. Contract Costs The Company recognizes an asset for incremental commission and bonus expenses paid to internal sales personnel and third party agents in conjunction with obtaining certain customer contracts. These costs are only deferred when the commissions are incremental and would not have been incurred absent the customer contract. Costs to obtain a contract are amortized and recorded ratably within selling, general and administrative expenses on the Company’s condensed consolidated statements of operations over the estimated contract term. The Company also defers costs incurred to fulfill contracts that relate directly to the contract, are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract and are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are expensed to cost of service as the Company satisfies its performance obligations. These costs principally relate to direct costs associated with activating new customer solutions. The Company estimates the amortization period for its costs incurred to obtain and fulfill customer contracts at a portfolio level due to the similarities within its customer contract portfolios. Other costs, such as general costs or costs related to past performance obligations, are expensed as incurred. As of March 31, 2019 and June 30, 2018, the Company had $6.0 million and $7.1 million, respectively, of short-term unamortized contract costs included in other current assets and $4.2 million and $5.6 million, respectively, of long term unamortized contract costs included in other assets on its condensed consolidated balance sheets. During the three and nine months ended March 31, 2019, the Company recorded $2.1 million and $6.0 million, respectively, in selling, general and administrative expenses associated with the amortization of deferred contract costs. During the three and nine months ended March 31, 2018, the Company recorded $2. 3 million and $6.6 million, respectively, in selling, general and administrative expenses associated with the amortization of deferred contract costs. The amortization period for these contract costs ranges from 12 to 51 months. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | (14) RELATED PARTY TRANSACTIONS In May 2016, Communication Infrastructure Investments, LLC sold Onvoy, LLC and its subsidiaries (“OVS”), a company that provided voice and managed offerings that the Company spun off during the year ended June 30, 2014, to an entity that had a material ownership interest in the Company during Fiscal 2018. As of June 30, 2018, the entity that owns Inteliquent, Inc., successor by merger to OVS (“Inteliquent”), no longer has an ownership interest in the Company and is no longer considered a related party. The following table represents the revenue and expense transactions the Company recorded with Inteliquent for the prior period: Three Months Ended March 31, 2018 Nine Months Ended (in millions) (in millions) Revenues $ 1.9 $ 5.6 Operating costs $ 0.8 $ 2.0 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 an annual maximum reimbursement threshold approved by the Company's Nominating and Governance Committee. During the three and nine months ended March 31, 2019, the Company reimbursed Mr. Caruso $0.3 million and $0.5 million, respectively, and during the three and nine months ended March 31, 2018, reimbursed $0.2 million and $0. 5 million, respectively, for his business use of the aircraft. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Mar. 31, 2019 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | (15) 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 condensed consolidated 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 bandwidth infrastructure, colocation and connectivity offerings are comprised of various related product groups generally defined around the type of offering to which the customer is licensing access, referred to as SPGs. Each SPG is responsible for the revenue, costs and associated capital expenditures of its respective solutions. The SPGs enable licensing and sales, make pricing and product decisions, engineer networks and deliver solutions to customers, and support customers for specific telecom and Internet infrastructure requirements. During Fiscal 2018, with the continued increase in its scope and scale, the Company’s chief operating decision maker ("CODM"), who is the Company’s Chief Executive Officer, implemented certain organizational changes to the management and operation of the business that directly impact how the CODM makes resource allocation decisions and manages the Company. The changes in structure had the impact of creating two new SPGs and re-aligning an existing SPG among the Company’s reportable segments. The changes in structure also resulted in changes in how the Company measures the relative burden each segment bears of indirect and corporate related costs. Effective April 1, 2018 the Company’s Ethernet SPG, previously reported under the Enterprise Networks segment, is now reported under the Company’s Transport segment. Additionally, certain activities and operations of the legacy Waves, WAN, and Ethernet SPGs were combined to form a new SPG, CloudLink. These changes to the existing reportable segments (the “Realignment”) have been recast for all prior period financial and operating metrics presented in this Quarterly Report on Form 10-Q for comparability, such as; Certain activities and operations of the legacy Waves, WAN, and Ethernet SPGs, after giving effect to the Realignment, are now reported in a new SPG, CloudLink, under the Enterprise Networks segment; and The wholesale IP services and Sonet SPGs, and the remaining activities and operations of the legacy Waves and Ethernet SPGs (the activities and operations not related to CloudLink), after giving effect to the Realignment, are now reported under the Transport segment. In addition to the changes in structure, the Company also adjusted intercompany pricing methodologies to more closely align to third party pricing on the products and offerings which are exchanged between our SPGs. However, it was not practicable to retrospectively present the impact of this change for all historical periods presented. The Company’s segments are further described below: Fiber Solutions . The Fiber Solutions segment offers access to raw bandwidth infrastructure to customers that require control of their internal networks. These solutions include dark fiber, dedicated lit network sections 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 customers, who “light” the fiber using their own optronics. The Company’s mobile infrastructure solutions permit direct fiber connections to cell towers, small cells, hub sites, and mobile switching centers. 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 Fiber Solutions segment tend to range from three to twenty years. Transport. The Transport segment provides access to lit bandwidth infrastructure solutions over metro, regional, and long-haul fiber network sections. The segment uses customer-accessed optronics to light the fiber, and the Company’s customers pay for access based on the amount and type of bandwidth they require. The offerings within this segment include Wavelengths, Ethernet, SONET, and wholesale IP offerings. The Company targets customers who require a minimum of 10G of bandwidth across their networks. Transport customers include carriers, content providers, financial services companies, healthcare, government entities, education institutions and other medium and large enterprises. The contract terms in this segment tend to range from two to five years. Enterprise Networks . The Enterprise Networks segment provides connectivity and telecommunications solutions to medium and large enterprises. The offerings within this segment include Internet, wide area networking products, managed products and cloud based computing and storage offerings. Solutions range from point-to-point data connections to multi-site managed networks to international outsourced IT infrastructure environments. The contract terms in the Enterprise Networks segment tend to range from one to ten years. Zayo Colocation (“zColo”). The Colocation segment provides data center infrastructure solutions to a broad range of enterprise, carrier, cloud, and content customers. The offerings within this segment include the provision of colocation space, power and interconnection offerings in North America and Western Europe. Solutions range in size from single cabinet solutions to 1MW+ data center infrastructure environments. The Company’s data centers also support a large component of networking components for the purpose of aggregating and accommodating customers’ data, voice, Internet, and video traffic. The contract terms in this segment tend to range from two to five years. Allstream . The Allstream segment provides Cloud VoIP and Data Solutions. This includes a full range of local voice offerings allowing business customers to complete telephone calls in their local exchange, as well as make long distance, toll-free and related calls. Unified Communications is the integration of real-time communication services such as telephony (including Cloud-based IP telephony), instant messaging and video conferencing with non-real-time communication services, such as integrated voicemail and e-mail. Allstream also provides customers with comprehensive telecommunications services, including Ethernet, and IP/MPLS VPN Solutions. Other . The Other segment is primarily comprised of Zayo Professional Services (“ZPS”). ZPS provides network and technical resources to customers who wish to leverage the Company’s expertise in designing, acquiring and maintaining network sections. The contract terms typically run for one year for a fixed recurring monthly fee in the case of network and on an hourly basis for technical resources (usage revenue). ZPS also generates revenue via telecommunication equipment sales. 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, rational and consistently applied. Identifiable assets for each reportable segment are reconciled to total consolidated assets including unallocated corporate assets and intersegment eliminations. Corporate assets consist primarily of cash and deferred taxes. In connection with the Company’s acquisition of Electric Lightwave Parent, Inc., the Company acquired certain customer contracts that included the bundled provision of VoIP and data connectivity solutions. This bundled package was historically managed and reported as revenue by the Enterprise Networks segment. Subsequent to June 30, 2018, operational changes were made which resulted in the management of these bundled contracts to be provided by the Allstream segment and as such a portion of the revenue associated with these contracts are now reported as revenue of the Allstream segment. The Enterprise Networks segment continues to own the infrastructure and equipment that supports these contracts and as such the segments entered into an intercompany agreement for the continued use of these assets, which will result in the recognition of intercompany revenue at the Enterprise Networks segment. Management determined it was impracticable to retrospectively present the impacts of this change to historical periods. This change increased Allstream’s Segment Adjusted EBITDA for the three and nine months ended March 31, 2019 by $0.7 million and $2.1 million, respectively, and decreased Enterprise’s Segment Adjusted EBITDA for the three and nine months ended March 31, 2019 by $0.7 million and $2.1 million, respectively. We continue to make certain operational changes that we expect to change the way the CODM makes resource allocation decisions and manages the Company (originally anticipated and previously disclosed to be effective January 1, 2019). As such, we expect for the quarter ending June 30, 2019, the Company will have four reportable segments: Zayo Networks, zColo, Allstream and Other. The Company will recast its prior period financial and operating metrics presented in previous filings to reflect the financial results of the Company’s new segment structure in its annual report for Fiscal 2019. The change will not have an impact on consolidated revenues, EBITDA, capital expenditures or assets. 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/(loss) 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, gains/(losses) on business dispositions 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 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 March 31, 2019 Fiber Transport Enterprise zColo Allstream Other Corp/ Total (in millions) Revenue from external customers $ 237.6 $ 170.4 $ 81.2 $ 57.4 $ 92.0 $ 8.6 $ — $ 647.2 Segment Adjusted EBITDA 187.5 56.8 33.4 27.5 14.4 1.9 (0.2) 321.3 Capital expenditures 125.0 48.4 9.8 18.5 4.7 — — 206.4 As of and for the Nine Months Ended March 31, 2019 Fiber Transport Enterprise Networks zColo Allstream Other Corp/ Total (in millions) Revenue from external customers $ 687.2 $ 508.6 $ 245.4 $ 173.9 $ 293.7 $ 18.6 $ — $ 1,927.4 Segment Adjusted EBITDA 549.0 171.9 100.8 83.4 52.8 4.2 (0.2) 961.9 Total assets 5,115.7 1,881.1 757.4 1,062.4 390.3 32.4 24.5 9,263.8 Capital expenditures 330.5 136.9 39.7 70.2 13.8 — — 591.1 As of and for the Three Months Ended March 31, 2018 Fiber Transport Enterprise zColo Allstream Other Corp/ Total (in millions) Revenue from external customers $ 213.3 $ 166.5 $ 86.1 $ 59.6 $ 117.7 $ 5.8 $ — $ 649.0 Segment Adjusted EBITDA 170.9 55.0 36.2 28.7 26.8 1.7 0.1 319.4 Capital expenditures 102.7 49.0 15.7 25.5 2.2 — — 195.1 As of and for the Nine Months Ended March 31, 2018 Fiber Transport Enterprise Networks zColo Allstream Other Corp/ Total (in millions) Revenue from external customers $ 615.1 $ 500.5 $ 265.4 $ 177.9 $ 368.9 $ 17.4 $ — $ 1,945.2 Segment Adjusted EBITDA 498.3 172.4 110.7 88.3 91.2 3.9 (0.1) 964.7 Capital expenditures 324.5 134.5 36.2 78.1 8.6 — — 581.9 As of June 30, 2018 Fiber Transport Enterprise zColo Allstream Other Corp/ Total (in millions) Total assets $ 4,937.3 $ 1,870.9 $ 754.6 $ 1,032.4 $ 465.5 $ 33.4 $ 115.8 $ 9,209.9 Reconciliation from Total Segment Adjusted EBITDA to income from operations before taxes: For the Three Months Ended March 31, 2019 2018 (in millions) Total Segment Adjusted EBITDA $ 321.3 $ 319.4 Interest expense (86.4) (75.3) Depreciation and amortization expense (161.2) (190.9) Transaction costs (0.9) (3.3) Stock-based compensation (27.0) (19.2) Foreign currency (loss)/gain on intercompany loans 7.1 13.9 Non-cash loss on investments (0.2) (0.1) Income from operations before income taxes $ 52.7 $ 44.5 For the Nine Months Ended March 31, 2019 2018 (in millions) Total Segment Adjusted EBITDA $ 961.9 $ 964.7 Interest expense (252.6) (222.0) Depreciation and amortization expense (475.9) (570.4) Transaction costs (4.4) (17.5) Stock-based compensation (79.9) (70.5) Loss on extinguishment of debt — (4.9) Foreign currency (loss)/gain on intercompany loans (5.8) 27.8 Gain on business disposition 5.5 — Non-cash loss on investments (0.8) (0.4) Income from operations before income taxes $ 148.0 $ 106.8 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | (16) SUBSEQUENT EVENTS Revolving Credit Facility Borrowings On April 3, 2019, ZGL and Zayo Capital (the “Borrowers”) entered into Extension Amendment No. 1 to the Credit Agreement (the “Extension Amendment”) with respect to the Revolver. Under the terms of the Extension Amendment, the maturity date of the revolving credit facility was extended from April 17, 2020 to the earliest of (i) April 17, 2023, (ii) six months prior to the maturity date of the Borrowers’ $500.0 million term loan tranche, which matures on January 19, 2021, subject to the refinancing thereof with debt having a maturity date no earlier than April 17, 2023 or repayment in full, and (iii) six months prior to the maturity date of the 2023 Unsecured Notes, which mature on April 1, 2023, subject to the refinancing thereof with debt having a maturity date no earlier than April 17, 2023 or repayment in full. No other terms of the Credit Agreement were amended. Significant Merger Development On May 8, 2019, the Company, Front Range TopCo, Inc. (“Parent”), a Delaware corporation and Front Range BidCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) to be acquired by a consortium of private equity funds including affiliates of EQT Infrastructure IV, Digital Colony Partners, LP, DC Front Range Holdings I, LP and FMR LLC (the “Consortium”). Upon the close of the Merger (defined below), the Company will operate as a privately-held company. Parent and Merger Sub were formed by the Consortium. Capitalized terms used herein not otherwise defined have the meanings set forth in the Merger Agreement. The Merger Agreement provides that, among other things and upon the terms and subject to the conditions of the Merger Agreement, (i) Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving and continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent, and (ii) at the effective time of the Merger, each outstanding share of common stock of the Company, par value $0.001 per share (“Common Stock”) (other than Common Stock owned by Parent, Merger Sub or any wholly owned subsidiary of Parent or Merger Sub or held in the treasury of the Company, all of which shall be canceled without any consideration being exchanged therefor or shares of Company Common Stock held by holders who have made a valid demand for appraisal in accordance with Section 262 of the Delaware General Corporation Law) will be converted into the right to receive an amount equal to $35.00 per share in cash (the “Merger Consideration”). The closing of the Merger is subject to customary closing conditions, including (i) the adoption of the Merger Agreement by the holders of not less than a majority of the outstanding shares of Company Common Stock, (ii) the receipt of specified required regulatory approvals, (iii) the absence of any law or order enjoining or prohibiting the Merger or making it illegal, (iv) the accuracy of the representations and warranties contained in the Merger Agreement (subject to “material adverse effect” and materiality qualifications) and (v) compliance with covenants in the Merger Agreement in all material respects. The closing of the Merger is not subject to a financing condition. The Merger is expected to close in the first half of 2020. |
BUSINESS AND BASIS OF PRESENT_2
BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
BUSINESS AND BASIS OF PRESENTATION | |
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, 2018 included in the Company’s Annual Report on Form 10-K/A for the year ended June 30, 2018. 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 nine months ended March 31, 2019 are not necessarily indicative of the operating results for any future interim period or the full year. Unless otherwise noted, dollar amounts and disclosures throughout the notes to the condensed consolidated financial statements are presented in millions of dollars. The Company’s fiscal year ends June 30 each year, and we refer to the fiscal year ending June 30, 2020 as “Fiscal 2020”, the fiscal year ending June 30, 2019 as “Fiscal 2019” and the fiscal year ending June 30, 2018 as “Fiscal 2018”. |
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. 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, determining the defined benefit costs and defined benefit obligations related to post-employment benefits, determining the fair value of plan assets related to post-employment benefits and estimating certain 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 February 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows companies to reclassify the income tax effects resulting from tax bill H.R.1 from accumulated other comprehensive income to retained earnings. The standard also requires certain new disclosures regardless of the election. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 (Fiscal 2020 for the Company), with early adoption permitted. The Company does not expect ASU 2018- In February 2016, the FASB issued ASU 2016-02, Leases . The new guidance supersedes existing guidance on accounting for leases in Topic 840 and is intended to increase the transparency and comparability of accounting for lease transactions. ASU 2016-02 requires most leases to be recognized on the balance sheet. Lessees will need to recognize a right-of-use asset and a lease liability for virtually all leases. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting remains similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard (ASC 606). The ASU will require both quantitative and qualitative disclosures regarding key information about leasing arrangements. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 (Fiscal 2020 for the Company). Early adoption is permitted. The standard will require application of the new guidance at the beginning of the earliest comparative period presented using a modified retrospective transition and provides for certain practical expedients. The Company established a project team and commenced an initial impact assessment process. To date, the Company has reviewed a sample of lessee and lessor arrangements and made preliminary assessments of the impact this standard will have on the consolidated financial statements. Additionally, the Company has commenced its implementation of a lease accounting software system. Although it is still assessing the impact of this standard, the Company expects the new guidance to significantly increase the reported assets and liabilities on the consolidated balance sheets. There are currently no plans to early adopt ASU 2016-02. Recently Adopted Accounting Pronouncements In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . This ASU requires an employer to report the service cost component of net periodic pension cost and net periodic postretirement cost in the same line item in the statement of operations as other compensation costs arising from services rendered by the related employees during the period. The other net cost components are required to be presented in the statement of operations separately from the service cost component and outside a subtotal of income from operations. Additionally, the line item used in the statement of operations to present the other net cost components must be disclosed in the notes to the financial statements. This ASU is effective for fiscal years beginning after December 15, 2017 (Fiscal 2019 for the Company), and interim periods within those fiscal years, and must be applied on a retrospective basis. The adoption did not result in a material impact to the condensed consolidated financial statements for either of the three and nine months ended March 31, 2019 or 2018 and retrospective application was applied. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new standard requires a statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 (Fiscal 2019 for the Company). The retrospective adoption of this accounting standard did not have a material impact on its condensed consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classifications of Certain Cash Receipts and Cash Payments. The new standard provides guidance for eight changes with respect to how cash receipts and cash payments are classified in the statement of cash flows, with the objective of reducing diversity in practice. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2017 (Fiscal 2019 for the Company). The retrospective adoption of this accounting standard did not have a material impact on its condensed consolidated financial statements. In May 2014, the FASB issued ASC 606, which replaces numerous requirements in U.S. GAAP, including industry-specific requirements, and provides companies with a single revenue recognition model for recognizing revenue from certain contracts with customers. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers and addressed accounting for costs to acquire and fulfill contracts. The standard does not impact the manner in which the Company accounts for revenue arrangements accounted for as leases. Effective July 1, 2018, the Company adopted the requirements of ASC 606 and used the full retrospective transition method. The full retrospective transition method requires the Company to restate each prior reporting period presented. The Company has implemented internal controls and system functionality to enable the preparation of financial information in accordance with ASC 606. The adoption of ASC 606 has an impact on the manner in which the Company recognizes revenue associated with dark fiber sales that include the transfer of title to certain network assets, which prior to ASC 606 was considered a sale of real estate or integral equipment. Under previous GAAP, the Company deferred the recognition of revenue on the sale of network infrastructure assets that were considered to be integral equipment if the Company had a substantial continuing involvement in the transferred asset. The consideration received in this type of arrangement had historically been amortized to revenue ratably over the period in which the Company had a substantial continuing involvement in the transferred asset. Under ASC 606 the asset transferred in this type of arrangement is derecognized from the balance sheet and the amount of the transaction price attributable to the asset being sold is recognized upon customer acceptance. This change had an impact of (decreasing)/increasing the revenue previously reported by the Company during the years ended June 30, 2018 and 2017 by ($1.5) million and $20.5 million, respectively. The full retrospective adoption of ASC 606 also resulted in increasing the previously reported operating costs during the year ended June 30, 2017 by $18.8 million, which represents the net book value of assets transferred to customers in these types of arrangements during Fiscal 2017. The assets transferred in these real estate sales had historically been included in property and equipment, net on the Company’s balance sheet. Upon the adoption of ASC 606, the net book value of these assets of $19.6 million was removed from the Company’s condensed consolidated balance sheet. The Company also derecognized from its June 30, 2018 balance sheet $1.5 million and $20.5 million in related deferred revenue, current and non-current, respectively, which represented the unamortized consideration received on these arrangements. An additional impact from the adoption of ASC 606 is the accounting for the incremental costs of acquiring new service contracts, including certain compensation expense for internal sales representatives. Under ASC 606, the Company capitalizes these incremental costs of obtaining customer contracts and amortizes the expense over the relevant contract term. In addition, the Company will assess its deferred contract cost asset for impairment on a periodic basis. Prior to the adoption of ASC 606, compensation paid to internal sales representatives for obtaining new service contracts was expensed as incurred. The impact of the retrospective adoption of ASC 606 resulted in an increase to selling, general and administrative expenses as previously reported by the Company during the years ended June 30, 2018 and 2017 by $1.1 million and $0.2 million, respectively. Additionally, the Company recorded an increase to the previously reported other current assets and other assets on the consolidated balance sheet as of June 30, 2018 of $7.1 million and $5.6 million, respectively, to reflect the deferred cost of acquiring service contracts that will be recognized in future periods over the relevant contract term. |
BUSINESS AND BASIS OF PRESENT_3
BUSINESS AND BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
BUSINESS AND BASIS OF PRESENTATION | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The table below presents the impact the full retrospective adoption of ASC 606 had on the Company’s condensed statement of operations for the years ended June 30, 2018 and 2017 and each of the quarters of Fiscal 2018: Fiscal Year ended Quarter Ended (unaudited) June 30, June 30, September 30, December 31, March 31, June 30, (in millions) Revenue $ (1.5) $ 20.5 $ (0.4) $ (0.4) $ (0.4) $ (0.3) Operating costs — 18.8 — — — — Selling, general and administrative expenses 1.1 0.2 (0.2) 0.6 (0.3) 1.0 Depreciation and amortization (0.9) (0.7) (0.3) (0.3) (0.2) (0.1) Provision for income taxes (2.7) 0.8 — (2.5) — (0.2) Net income $ 1.0 $ 1.4 $ 0.1 $ 1.8 $ 0.1 $ (1.0) The table below presents the impact the full retrospective adoption of ASC 606 had on the Company’s consolidated balance sheet for the year ended June 30, 2018: As of June 30, 2018 As Previously Reported Effect of Adoption As Adjusted (in millions) Assets Other current assets $ 22.6 $ 7.1 $ 29.7 Property and equipment, net $ 5,447.2 $ (19.6) $ 5,427.6 Other assets $ 170.0 $ 5.6 $ 175.6 Liabilities Deferred revenue, current $ 164.4 $ (1.5) $ 162.9 Deferred revenue, non-current $ 1,096.8 $ (20.5) $ 1,076.3 Deferred income taxes, net $ 143.2 $ 3.9 $ 147.1 Stockholders' equity Accumulated deficit $ (377.2) $ 11.2 $ (366.0) |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
ACQUISITIONS AND DISPOSITIONS | |
Schedule of Acquisitions | The table below reflects the Company's estimates of the acquisition date fair values of the assets acquired and liabilities assumed from its Fiscal 2018 acquisitions: Neutral Path McLean Data Center Spread Networks Optic Zoo Networks Acquisition date April 17, 2018 April 4, 2018 February 28, 2018 January 18, 2018 (in millions) Cash $ 0.7 $ 9.2 $ 1.5 $ 1.4 Other current assets 0.2 — 4.2 0.4 Property and equipment 15.2 0.6 143.7 13.1 Intangibles 6.9 — 9.3 3.8 Goodwill 15.9 — 14.4 10.4 Deferred tax assets 1.5 — 7.1 — Other assets — — 1.4 0.2 Total assets acquired 40.4 9.8 181.6 29.3 Current liabilities 0.6 1.6 2.6 0.6 Deferred revenue 5.8 — 27.2 1.2 Deferred tax liability, net — — — 1.3 Other liabilities — 8.2 19.8 — Total liabilities assumed 6.4 9.8 49.6 3.1 Net assets acquired 34.0 — 132.0 26.2 Less cash acquired (0.7) (9.2) (1.5) (1.4) Net consideration paid $ 33.3 $ (9.2) $ 130.5 $ 24.8 |
Schedule of Pro-Forma Financial Information | For the Three Months Ended For the Nine Months Ended (in millions) Revenue $ 654.4 $ 1,966.5 Net income $ 21.9 $ 53.7 Net income per share: Basic and diluted $ 0.09 $ 0.22 |
Summary of Net Assets and Liabilities Held for Sale | June 30, 2018 (in millions) Assets held for sale: Property and equipment, net $ 35.7 Goodwill 5.2 Other assets 0.9 Total assets held for sale $ 41.8 Liabilities associated with assets held for sale: Deferred tax liability, net $ 5.1 Other liabilities 1.0 Total liabilities associated with assets held for sale $ 6.1 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
GOODWILL | |
Schedule of Goodwill | Product Group As of June 30, 2018 Adjustments to Fiscal 2018 Foreign Currency As of March 31, 2019 (in millions) Fiber Solutions $ 756.4 $ (5.2) $ (0.8) $ 750.4 Waves 194.8 (1.3) (1.1) 192.4 Sonet 87.6 — — 87.6 Ethernet 104.2 (0.2) (0.3) 103.7 Live Video 3.3 — — 3.3 WANs 179.3 — — 179.3 zColo 260.1 — (0.8) 259.3 Cloud 65.3 — — 65.3 Cloudlink 13.5 — — 13.5 Allstream 39.0 — — 39.0 Other 15.6 — — 15.6 Total $ 1,719.1 $ (6.7) $ (3.0) $ 1,709.4 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
INTANGIBLE ASSETS | |
Schedule of Identifiable Acquisition Related Intangible Assets | Gross Carrying Amount Accumulated Net (in millions) March 31, 2019 Finite-Lived Intangible Assets Customer relationships $ 1,597.7 $ (475.8) $ 1,121.9 Underlying rights and other 3.4 (1.3) 2.1 Total 1,601.1 (477.1) 1,124.0 Indefinite-Lived Intangible Assets Certifications 3.5 — 3.5 Underlying rights and other 14.8 — 14.8 Total $ 1,619.4 $ (477.1) $ 1,142.3 June 30, 2018 Finite-Lived Intangible Assets Customer relationships $ 1,597.0 $ (405.6) $ 1,191.4 Underlying rights and other 2.7 (0.6) 2.1 Total 1,599.7 (406.2) 1,193.5 Indefinite-Lived Intangible Assets Certifications 3.5 — 3.5 Underlying rights and other 15.1 — 15.1 Total $ 1,618.3 $ (406.2) $ 1,212.1 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
LONG-TERM DEBT | |
Schedule of Debt | Date of Outstanding as of Issuance or most Maturity Interest Interest Rate March 31, 2019 June 30, 2018 (in millions) Term Loan Facility due 2021 Jan 2017 Jan 2021 Monthly LIBOR +2.00% $ 490.0 $ 493.8 B-2 Term Loan Facility Feb 2018 Jan 2024 Monthly LIBOR +2.25% 1,269.3 1,269.3 6.00% Senior Unsecured Notes Jan & Mar 2015 Apr 2023 Apr/Oct 6.00% 1,430.0 1,430.0 6.375% Senior Unsecured Notes May 2015 & Apr 2016 May 2025 May/Nov 6.375% 900.0 900.0 5.75% Senior Unsecured Notes Jan, Apr & Jul 2017 Jan 2027 Jan/Jul 5.75% 1,650.0 1,650.0 Revolving Loan Facility Jan/Apr 2019 (1) Apr 2020 Monthly LIBOR +1.75% 170.0 — Total obligations 5,909.3 5,743.1 Unamortized premium, net 12.0 11.6 Unamortized debt issuance costs (52.2) (59.6) Carrying value of debt 5,869.1 5,695.1 Less current portion (5.0) (5.0) Total long-term debt, less current portion $ 5,864.1 $ 5,690.1 (1) The most recent borrowings under the Revolving Loan Facility occurred in January 2019 and the most recent amendment on the Revolving Loan Facility was in April 2019. See Note 16 - Subsequent Events . |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
INCOME TAXES | |
Schedule of Statutory Tax Rate for Determining Provision for Tax | Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 (in millions) Applicable statutory rate Expected provision at the statutory rate $ 11.1 $ 12.4 $ 31.1 $ 29.8 Increase/(decrease) due to: Stock-based compensation 1.7 1.6 5.3 4.1 State income tax expense, net of federal benefit 2.0 1.3 6.0 2.8 Non-deductible transaction costs 0.3 0.4 0.7 0.6 Change in statutory tax rates outside U.S. — — (0.1) 0.8 Changes in uncertain tax positions 1.8 — 8.2 — Foreign tax rate differential 1.4 (1.0) 2.9 (2.7) U.S. Tax Reform — 4.6 7.2 48.7 Change in valuation allowance (1.5) (0.2) (2.3) (31.6) Other, net 1.2 1.9 2.0 (5.7) Provision for income taxes $ 18.0 $ 21.0 $ 61.0 $ 46.8 |
Schedule of Provisional Amounts Recognized for Income Taxes | Amounts recognized related to U.S. Tax Reform under SAB 118 for the nine months ended March 31, 2019: Tax Expense recognized for the Nine Months Ended March 31, 2019 Change in statutory tax rate, U.S. only $ 6.2 Changes to indefinite reinvestment assertion (0.2) Repatriation Tax 1.2 Net impacts of U.S. Tax Reform $ 7.2 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Schedule of Employee Service Share-Based Compensation Allocation of Recognized Period Costs | Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 (in millions) Included in: Operating costs $ 2.4 $ 2.1 $ 7.8 $ 7.6 Selling, general and administrative expenses 24.6 17.1 72.1 62.9 Total stock-based compensation expense $ 27.0 $ 19.2 $ 79.9 $ 70.5 Part A restricted stock units $ 23.2 $ 16.8 $ 68.9 $ 58.4 Part B restricted stock units 3.1 1.9 9.3 10.6 Part C restricted stock units 0.7 0.5 1.7 1.5 Total stock-based compensation expense $ 27.0 $ 19.2 $ 79.9 $ 70.5 |
Summary of Part B RSU Issuance | During the Three Months Ended March 31, 2019 December 31, 2018 September 30, Part B RSUs granted 98,342 61,123 58,418 Maximum eligible shares of the Company's common stock 826,073 513,433 403,084 Average grant date fair value per Part B RSU $ $ $ Units converted to Company's common stock at vesting date n/a n/a n/a During the Three Months Ended June 30, 2018 March 31, 2018 December 31, 2017 September 30, 2017 Part B RSUs granted 78,123 77,218 82,556 163,960 Maximum eligible shares of the Company's common stock 539,049 532,804 569,636 590,256 Average grant date fair value per Part B RSU $ 74.44 $ 52.47 $ 45.10 $ 19.06 Units converted to Company's common stock at vesting date n/a — — 54,671 |
Part A restricted stock units | |
Summary of Restricted Stock Units Activity | The following table summarizes the Company’s Part A RSU activity for the nine months ended March 31, 2019: Number of Part A Weighted average Weighted average Outstanding at July 1, 2018 2,246,495 $ 35.08 6.4 Granted 2,206,340 28.74 Vested (2,058,668) 34.13 Forfeited (369,784) n/a Outstanding at March 31, 2019 2,024,383 $ 28.40 6.3 |
Part B restricted stock units | |
Summary of Restricted Stock Units Activity | The following table summarizes the Company’s Part B RSU activity for the nine months ended March 31, 2019: Number of Part B Weighted average Weighted average Outstanding at July 1, 2018 185,775 $ 57.19 8.9 Granted 217,883 47.40 Vested (124,129) 48.62 Forfeited (5,141) n/a Outstanding at March 31, 2019 274,388 $ 51.35 8.1 |
EMPLOYEE BENEFITS (Tables)
EMPLOYEE BENEFITS (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
EMPLOYEE BENEFITS | |
Schedule of Changes in Benefit Obligations, Fair Value of Plan Assets and the Unfunded Status for the Company's Defined Benefit Pension and Postretirement Benefit Plans | The service cost component of the defined benefit pension and post-retirement benefit (OPEB) plans is included within selling, general and administrative expenses and all other components are recognized in other income, net in the accompanying condensed consolidated statements of operations. Pension Plans Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 ( in millions) ( in millions) Service cost $ 0.8 $ 0.7 $ 2.2 $ 2.1 Interest cost 1.0 0.9 2.8 1.6 Expected return on plan assets (1.5) (1.4) (4.1) (2.5) Amortization of service cost from earlier periods 0.2 0.2 0.6 0.2 Gain on curtailment (1) — — (0.4) — Net periodic pension cost $ 0.5 $ 0.4 $ 1.1 $ 1.4 (1) During the three months ended September 30, 2018, the Company approved an amendment to the defined benefit pension plan freezing benefit accruals for certain members of the pension plan as of September 30, 2018. The plan freeze had an immaterial impact to the financial statements for the nine months ended March 31, 2019. OPEB Plans Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 ( in millions) ( in millions) Service cost $ — $ — $ 0.1 $ 0.1 Interest cost — 0.1 0.2 0.3 Net periodic post-retirement benefit cost $ — $ 0.1 $ 0.3 $ 0.4 |
REVENUE AND CONTRACT COSTS (Tab
REVENUE AND CONTRACT COSTS (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
REVENUE AND CONTRACT COSTS | |
Remaining Performance Obligation Associated with Non-Lease Arrangements | Three Months Ending Year ended June 30, June 30, 2020 2021 2022 2023 Thereafter Total (in millions) Reportable Segment Fiber Solutions $ 1.7 $ 10.0 $ 5.0 $ 1.5 $ — $ — $ 18.2 Transport 129.3 320.3 156.5 56.9 22.8 24.7 710.5 Enterprise Networks 71.4 178.2 82.9 28.6 7.8 1.9 370.8 zColo 10.5 27.7 14.6 7.7 4.0 5.6 70.1 Allstream 59.6 74.2 18.9 4.2 1.2 0.3 158.4 Total $ 272.5 $ 610.4 $ 277.9 $ 98.9 $ 35.8 $ 32.5 $ 1,328.0 |
Summary of Customer Receivables, Contract Assets and Liabilities | March 31, 2019 June 30, 2018 (in millions) Customer receivable, net (1) $ 168.2 $ 164.0 Contract liabilities (1) $ 56.1 $ 68.9 (1) Amounts do not include balances associated with lease revenue from the Company’s Fiber Solutions and zColo segments. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
Revenue and Expense Transactions Recognized | Three Months Ended March 31, 2018 Nine Months Ended (in millions) (in millions) Revenues $ 1.9 $ 5.6 Operating costs $ 0.8 $ 2.0 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
SEGMENT REPORTING | |
Summary of Financial Information by Segments | As of and for the Three Months Ended March 31, 2019 Fiber Transport Enterprise zColo Allstream Other Corp/ Total (in millions) Revenue from external customers $ 237.6 $ 170.4 $ 81.2 $ 57.4 $ 92.0 $ 8.6 $ — $ 647.2 Segment Adjusted EBITDA 187.5 56.8 33.4 27.5 14.4 1.9 (0.2) 321.3 Capital expenditures 125.0 48.4 9.8 18.5 4.7 — — 206.4 As of and for the Nine Months Ended March 31, 2019 Fiber Transport Enterprise Networks zColo Allstream Other Corp/ Total (in millions) Revenue from external customers $ 687.2 $ 508.6 $ 245.4 $ 173.9 $ 293.7 $ 18.6 $ — $ 1,927.4 Segment Adjusted EBITDA 549.0 171.9 100.8 83.4 52.8 4.2 (0.2) 961.9 Total assets 5,115.7 1,881.1 757.4 1,062.4 390.3 32.4 24.5 9,263.8 Capital expenditures 330.5 136.9 39.7 70.2 13.8 — — 591.1 As of and for the Three Months Ended March 31, 2018 Fiber Transport Enterprise zColo Allstream Other Corp/ Total (in millions) Revenue from external customers $ 213.3 $ 166.5 $ 86.1 $ 59.6 $ 117.7 $ 5.8 $ — $ 649.0 Segment Adjusted EBITDA 170.9 55.0 36.2 28.7 26.8 1.7 0.1 319.4 Capital expenditures 102.7 49.0 15.7 25.5 2.2 — — 195.1 As of and for the Nine Months Ended March 31, 2018 Fiber Transport Enterprise Networks zColo Allstream Other Corp/ Total (in millions) Revenue from external customers $ 615.1 $ 500.5 $ 265.4 $ 177.9 $ 368.9 $ 17.4 $ — $ 1,945.2 Segment Adjusted EBITDA 498.3 172.4 110.7 88.3 91.2 3.9 (0.1) 964.7 Capital expenditures 324.5 134.5 36.2 78.1 8.6 — — 581.9 As of June 30, 2018 Fiber Transport Enterprise zColo Allstream Other Corp/ Total (in millions) Total assets $ 4,937.3 $ 1,870.9 $ 754.6 $ 1,032.4 $ 465.5 $ 33.4 $ 115.8 $ 9,209.9 |
Reconciliation from Total Segment Adjusted EBITDA to Income from Operations Before Taxes | For the Three Months Ended March 31, 2019 2018 (in millions) Total Segment Adjusted EBITDA $ 321.3 $ 319.4 Interest expense (86.4) (75.3) Depreciation and amortization expense (161.2) (190.9) Transaction costs (0.9) (3.3) Stock-based compensation (27.0) (19.2) Foreign currency (loss)/gain on intercompany loans 7.1 13.9 Non-cash loss on investments (0.2) (0.1) Income from operations before income taxes $ 52.7 $ 44.5 For the Nine Months Ended March 31, 2019 2018 (in millions) Total Segment Adjusted EBITDA $ 961.9 $ 964.7 Interest expense (252.6) (222.0) Depreciation and amortization expense (475.9) (570.4) Transaction costs (4.4) (17.5) Stock-based compensation (79.9) (70.5) Loss on extinguishment of debt — (4.9) Foreign currency (loss)/gain on intercompany loans (5.8) 27.8 Gain on business disposition 5.5 — Non-cash loss on investments (0.8) (0.4) Income from operations before income taxes $ 148.0 $ 106.8 |
BUSINESS AND BASIS OF PRESENT_4
BUSINESS AND BASIS OF PRESENTATION (Impact of ASC 606 on Financials) (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2019segment | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | |
Recently Issued Accounting Pronouncements | ||||||||||
Number of segments | segment | 4 | 6 | ||||||||
Revenues | $ 647.2 | $ 649 | $ 1,927.4 | $ 1,945.2 | ||||||
Operating costs | 226.3 | 234.9 | 676.7 | 702.6 | ||||||
Selling, general and administrative expenses | 128.1 | 117.7 | 375.7 | 368 | ||||||
Depreciation and amortization | 161.2 | 190.9 | 475.9 | 570.4 | ||||||
Provision for income taxes | 18 | 21 | 61 | 46.8 | ||||||
Net income | 34.7 | 23.5 | 87 | $ 60 | ||||||
Assets | ||||||||||
Other current assets | 42.8 | $ 29.7 | 42.8 | $ 29.7 | ||||||
Property and equipment, net | 5,679.1 | 5,427.6 | 5,679.1 | 5,427.6 | ||||||
Other assets | 191.2 | 175.6 | 191.2 | 175.6 | ||||||
Liabilities | ||||||||||
Deferred revenue, current | 170.8 | 162.9 | 170.8 | 162.9 | ||||||
Deferred revenue, non-current | 1,135.9 | 1,076.3 | 1,135.9 | 1,076.3 | ||||||
Deferred income taxes, net | 178.6 | 147.1 | 178.6 | 147.1 | ||||||
Stockholders' equity | ||||||||||
Accumulated deficit | (279) | (366) | (279) | (366) | ||||||
Accounting Standards Update 2014-09 [Member] | ||||||||||
Recently Issued Accounting Pronouncements | ||||||||||
Revenues | (0.3) | (0.4) | $ (0.4) | $ (0.4) | (1.5) | $ 20.5 | ||||
Operating costs | 18.8 | |||||||||
Selling, general and administrative expenses | 1 | (0.3) | 0.6 | (0.2) | 1.1 | 0.2 | ||||
Depreciation and amortization | (0.1) | (0.2) | (0.3) | (0.3) | (0.9) | (0.7) | ||||
Provision for income taxes | (0.2) | (2.5) | (2.7) | 0.8 | ||||||
Net income | (1) | $ 0.1 | $ 1.8 | $ 0.1 | 1 | $ 1.4 | ||||
As Previously Reported | Accounting Standards Update 2014-09 [Member] | ||||||||||
Assets | ||||||||||
Other current assets | 22.6 | 22.6 | ||||||||
Property and equipment, net | 5,447.2 | 5,447.2 | ||||||||
Other assets | 170 | 170 | ||||||||
Liabilities | ||||||||||
Deferred revenue, current | 164.4 | 164.4 | ||||||||
Deferred revenue, non-current | 1,096.8 | 1,096.8 | ||||||||
Deferred income taxes, net | 143.2 | 143.2 | ||||||||
Stockholders' equity | ||||||||||
Accumulated deficit | (377.2) | (377.2) | ||||||||
Effect of Adoption | Accounting Standards Update 2014-09 [Member] | ||||||||||
Assets | ||||||||||
Other current assets | 7.1 | 7.1 | ||||||||
Property and equipment, net | (19.6) | (19.6) | (19.6) | (19.6) | ||||||
Other assets | 5.6 | 5.6 | ||||||||
Liabilities | ||||||||||
Deferred revenue, current | (1.5) | (1.5) | (1.5) | (1.5) | ||||||
Deferred revenue, non-current | $ (20.5) | (20.5) | $ (20.5) | (20.5) | ||||||
Deferred income taxes, net | 3.9 | 3.9 | ||||||||
Stockholders' equity | ||||||||||
Accumulated deficit | $ 11.2 | $ 11.2 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Restricted Stock Units (RSUs) [Member] | ||||
Adjustment for the dilutive effect of stock units | 0.9 | 1.6 | 1.4 | 1.4 |
ACQUISITIONS AND DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS (Narrative) (Details) $ in Millions, $ in Millions | Apr. 17, 2018USD ($) | Feb. 28, 2018USD ($) | Jan. 18, 2018CAD ($) | Jan. 18, 2018USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019CAD ($) | Mar. 31, 2019USD ($) |
Business Acquisition [Line Items] | ||||||||||
Number of business combinations completed | 45 | |||||||||
Acquisition related costs | $ 0.9 | $ 3.3 | $ 4.4 | $ 17.5 | ||||||
Asset divestiture cost | 0.7 | $ 1.6 | ||||||||
Net consideration paid | $ 155.3 | |||||||||
Optic Zoo Networks | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition purchase price | $ 30.9 | $ 24.8 | ||||||||
Purchase price, held in escrow | $ 3.1 | $ 2.3 | ||||||||
Spread Networks | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition purchase price | $ 130.5 | |||||||||
Final distribution of indemnity | $ 0.6 | |||||||||
Deferred tax assets, net | $ 7.1 | |||||||||
Neutral Path Communications | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition purchase price | $ 33.3 | |||||||||
Purchase price, held in escrow | $ 4 | |||||||||
Deferred tax assets, net | $ 1.5 |
ACQUISITIONS AND DISPOSITIONS_3
ACQUISITIONS AND DISPOSITIONS (Schedule of Acquisitions) (Details) $ in Millions, $ in Millions | Apr. 17, 2018USD ($) | Apr. 04, 2018USD ($) | Feb. 28, 2018USD ($) | Jan. 18, 2018CAD ($) | Jan. 18, 2018USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 1,709.4 | $ 1,719.1 | |||||
Optic Zoo Networks | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 1.4 | ||||||
Other current assets | 0.4 | ||||||
Property and equipment | 13.1 | ||||||
Intangibles | 3.8 | ||||||
Goodwill | 10.4 | ||||||
Other assets | 0.2 | ||||||
Total assets acquired | 29.3 | ||||||
Current liabilities | 0.6 | ||||||
Deferred revenue | 1.2 | ||||||
Deferred tax liability, net | 1.3 | ||||||
Total liabilities assumed | 3.1 | ||||||
Net assets acquired | 26.2 | ||||||
Less cash acquired | (1.4) | ||||||
Net consideration paid | $ 30.9 | $ 24.8 | |||||
Spread Networks | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 1.5 | ||||||
Other current assets | 4.2 | ||||||
Property and equipment | 143.7 | ||||||
Intangibles | 9.3 | ||||||
Goodwill | 14.4 | ||||||
Deferred tax assets, net | 7.1 | ||||||
Other assets | 1.4 | ||||||
Total assets acquired | 181.6 | ||||||
Current liabilities | 2.6 | ||||||
Deferred revenue | 27.2 | ||||||
Other liabilities | 19.8 | ||||||
Total liabilities assumed | 49.6 | ||||||
Net assets acquired | 132 | ||||||
Less cash acquired | (1.5) | ||||||
Net consideration paid | $ 130.5 | ||||||
Neutral Path Communications | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 0.7 | ||||||
Other current assets | 0.2 | ||||||
Property and equipment | 15.2 | ||||||
Intangibles | 6.9 | ||||||
Goodwill | 15.9 | ||||||
Deferred tax assets, net | 1.5 | ||||||
Total assets acquired | 40.4 | ||||||
Current liabilities | 0.6 | ||||||
Deferred revenue | 5.8 | ||||||
Total liabilities assumed | 6.4 | ||||||
Net assets acquired | 34 | ||||||
Less cash acquired | (0.7) | ||||||
Net consideration paid | $ 33.3 | ||||||
McLean Data Center | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 9.2 | ||||||
Property and equipment | 0.6 | ||||||
Total assets acquired | 9.8 | ||||||
Current liabilities | 1.6 | ||||||
Other liabilities | 8.2 | ||||||
Total liabilities assumed | 9.8 | ||||||
Less cash acquired | (9.2) | ||||||
Net consideration paid | $ (9.2) |
ACQUISITIONS AND DISPOSITIONS_4
ACQUISITIONS AND DISPOSITIONS (Schedule of Pro-Forma Financial Information) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2018 | Mar. 31, 2018 | |
ACQUISITIONS AND DISPOSITIONS | ||
Revenue | $ 654.4 | $ 1,966.5 |
Net income | $ 21.9 | $ 53.7 |
Net income - Basic and diluted | $ 0.09 | $ 0.22 |
ACQUISITIONS AND DISPOSITIONS_5
ACQUISITIONS AND DISPOSITIONS (Scott-Rice Telephone Co.) (Details) - Scott Rice Telephone Co. - USD ($) $ in Millions | Jul. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Mar. 31, 2019 |
Dispositions | ||||
Consideration received for disposal | $ 42.2 | |||
Purchase price, held in escrow | $ 3.2 | |||
Pre-tax gain on sale | $ 5.5 | |||
Pre-tax income (loss) | $ 2.9 | $ (1.6) | ||
Assets held for sale: | ||||
Property and equipment, net | 35.7 | |||
Goodwill | 5.2 | |||
Other assets | 0.9 | |||
Total assets held for sale | 41.8 | |||
Liabilities associated with assets held for sale: | ||||
Deferred tax liability, net | 5.1 | |||
Other liabilities | 1 | |||
Total liabilities associated with assets held for sale | $ 6.1 |
GOODWILL (Schedule of Goodwill)
GOODWILL (Schedule of Goodwill) (Details) $ in Millions | 9 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Line Items] | |
Goodwill, beginning balance | $ 1,719.1 |
Adjustments to Prior Acquisitions | (6.7) |
Foreign Currency Translation and Other | (3) |
Goodwill, ending balance | 1,709.4 |
Fiber Solutions [Member] | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 756.4 |
Adjustments to Prior Acquisitions | (5.2) |
Foreign Currency Translation and Other | (0.8) |
Goodwill, ending balance | 750.4 |
Waves [Member] | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 194.8 |
Adjustments to Prior Acquisitions | (1.3) |
Foreign Currency Translation and Other | (1.1) |
Goodwill, ending balance | 192.4 |
Sonet [Member] | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 87.6 |
Goodwill, ending balance | 87.6 |
Ethernet [Member] | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 104.2 |
Adjustments to Prior Acquisitions | (0.2) |
Foreign Currency Translation and Other | (0.3) |
Goodwill, ending balance | 103.7 |
Live Video [Member] | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 3.3 |
Goodwill, ending balance | 3.3 |
WANs [Member] | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 179.3 |
Goodwill, ending balance | 179.3 |
zColo [Member] | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 260.1 |
Foreign Currency Translation and Other | (0.8) |
Goodwill, ending balance | 259.3 |
Cloud [Member] | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 65.3 |
Goodwill, ending balance | 65.3 |
Cloudlink [Member] | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 13.5 |
Goodwill, ending balance | 13.5 |
Allstream [Member] | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 39 |
Goodwill, ending balance | 39 |
Other [Member] | |
Goodwill [Line Items] | |
Goodwill, beginning balance | 15.6 |
Goodwill, ending balance | $ 15.6 |
INTANGIBLE ASSETS (Schedule of
INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jun. 30, 2018 |
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | $ 1,601.1 | $ 1,599.7 |
Accumulated Amortization | (477.1) | (406.2) |
Total Net | 1,124 | 1,193.5 |
Intangible Assets, Gross (Excluding Goodwill) | 1,619.4 | 1,618.3 |
Intangible Assets, Net | 1,142.3 | 1,212.1 |
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 | 14.8 | 15.1 |
Customer Relationships [Member] | ||
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 1,597.7 | 1,597 |
Accumulated Amortization | (475.8) | (405.6) |
Total Net | 1,121.9 | 1,191.4 |
Finite-Lived Underlying Rights [Member] | ||
Schedule Of Intangible Assets Net Excluding Goodwill [Line Items] | ||
Gross Carrying Amount | 3.4 | 2.7 |
Accumulated Amortization | (1.3) | (0.6) |
Total Net | $ 2.1 | $ 2.1 |
LONG-TERM DEBT (Summary of Long
LONG-TERM DEBT (Summary of Long-Term Debt) (Details) - USD ($) $ in Millions | Jul. 22, 2016 | Mar. 31, 2019 | Jun. 30, 2018 | Jul. 05, 2017 | Apr. 10, 2017 | Jan. 27, 2017 | Jan. 19, 2017 |
Debt Instrument [Line Items] | |||||||
Debt obligations | $ 5,909.3 | $ 5,743.1 | |||||
Unamortized premium, net | 12 | 11.6 | |||||
Unamortized debt issuance costs | (52.2) | (59.6) | |||||
Carrying value of debt | 5,869.1 | 5,695.1 | |||||
Less current portion | (5) | (5) | |||||
Long-term debt, less current portion | 5,864.1 | 5,690.1 | |||||
6.00% Senior Notes due 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt obligations | $ 1,430 | 1,430 | |||||
Interest rate | 6.00% | ||||||
6.375% Senior Notes due 2025 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt obligations | $ 900 | 900 | |||||
Interest rate | 6.375% | ||||||
5.75% Senior Unsecured Notes due 2027 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt obligations | $ 1,650 | 1,650 | $ 300 | $ 550 | $ 800 | ||
Interest rate | 5.75% | ||||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of debt | $ 170 | 0 | |||||
Term Loan Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt obligations | $ 2,500 | ||||||
Carrying value of debt | 1,749.6 | 1,751.3 | |||||
Term Loan Facility [Member] | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt obligations | 170 | ||||||
Term Loan Facility [Member] | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Spread on interest rate | 2.75% | ||||||
Term Loan Facility due 2021 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt obligations | 490 | 493.8 | |||||
Term Loan Facility due 2024 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt obligations | $ 1,269.3 | $ 1,269.3 |
LONG-TERM DEBT (Narrative) (Det
LONG-TERM DEBT (Narrative) (Details) - USD ($) $ in Millions | Feb. 26, 2018 | Dec. 22, 2017 | Jul. 20, 2017 | Jul. 05, 2017 | Apr. 10, 2017 | Jan. 27, 2017 | Jan. 19, 2017 | Jul. 22, 2016 | Apr. 14, 2016 | Jan. 15, 2016 | May 06, 2015 | Jul. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Apr. 03, 2019 | Jun. 30, 2018 | Mar. 09, 2015 | Jan. 23, 2015 |
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate decrease (basis points) | (1.00%) | |||||||||||||||||||
Payment of debt extinguishment costs | $ 4.9 | |||||||||||||||||||
Debt obligations | $ 5,909.3 | $ 5,909.3 | $ 5,743.1 | |||||||||||||||||
Proceeds from issuance of private placement | $ 310.7 | 275 | 462.8 | |||||||||||||||||
Repayment of debt | $ 108.8 | 314.4 | ||||||||||||||||||
Loss on extinguishment of debt | 4.9 | |||||||||||||||||||
Secured debt ratio | 4.50 | 4.50 | ||||||||||||||||||
Unamortized debt issuance cost due to previous indebtedness | $ 52.2 | $ 52.2 | 59.6 | |||||||||||||||||
Debt issuance costs | 114.1 | 114.1 | ||||||||||||||||||
Accumulated amortization | 61.9 | 61.9 | $ 54.5 | |||||||||||||||||
Interest expense associated with the amortization of debt issuance costs | $ 2.5 | $ 2.4 | $ 7.4 | $ 7.1 | ||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Weighted average interest rate | 4.20% | 4.20% | 3.80% | |||||||||||||||||
Proceeds from revolving credit facility | $ 25 | $ 275 | ||||||||||||||||||
Outstanding letters of credit | 170 | 170 | ||||||||||||||||||
Outstanding letters of credit increased | $ 50 | |||||||||||||||||||
Letters of Credit [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Percentage fee on unused capacity | 0.25% | |||||||||||||||||||
Outstanding letters of credit | 8.5 | 8.5 | ||||||||||||||||||
Secured Debt [Member] | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of credit facility maximum borrowing capacity | $ 450 | |||||||||||||||||||
Remaining borrowing capacity | $ 271.5 | $ 271.5 | ||||||||||||||||||
Percentage of excess revolver committed to debt payments | 35.00% | |||||||||||||||||||
Secured debt ratio | 5.25 | 5.25 | ||||||||||||||||||
Term Loan Facility [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Quarterly principal payments per quarter, in basis points | 0.25% | |||||||||||||||||||
Interest rate decrease (basis points) | (0.75%) | |||||||||||||||||||
Percentage of excess cash flows committed to debt payments | 50.00% | |||||||||||||||||||
Weighted average interest rate | 4.70% | 4.70% | 4.30% | |||||||||||||||||
Debt obligations | $ 2,500 | |||||||||||||||||||
Repriced percentage | 99.75% | |||||||||||||||||||
Repayment of debt | $ 196 | |||||||||||||||||||
Term Loan Facility [Member] | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate principal amount outstanding | $ 1,759.3 | $ 1,759.3 | ||||||||||||||||||
Debt obligations | $ 170 | $ 170 | ||||||||||||||||||
Incremental Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Line of credit facility maximum borrowing capacity | $ 150 | $ 400 | ||||||||||||||||||
Priced percent of additional line of credit | 99.00% | |||||||||||||||||||
Debt obligations | $ 1,850 | |||||||||||||||||||
Repriced percentage | 99.75% | |||||||||||||||||||
Incremental Term Loan [Member] | Electric Lightwave | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate decrease (basis points) | (0.25%) | |||||||||||||||||||
Maturity period from incurrence | 7 years | |||||||||||||||||||
Debt obligations | $ 650 | |||||||||||||||||||
Minimum | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Percentage fee on unused capacity | 0.25% | |||||||||||||||||||
Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total indebtedness ratio | 6 | 6 | ||||||||||||||||||
Maximum | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Percentage fee on unused capacity | 0.375% | |||||||||||||||||||
Tranche One [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt obligations | $ 500 | |||||||||||||||||||
Tranche One [Member] | Incremental Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate decrease (basis points) | (0.75%) | |||||||||||||||||||
Maturity period from incurrence | 4 years | |||||||||||||||||||
Debt obligations | $ 150 | $ 500 | ||||||||||||||||||
Tranche Two (B-2 Term Loan) [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Repayment of debt | $ 310.7 | |||||||||||||||||||
Tranche Two (B-2 Term Loan) [Member] | Incremental Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate decrease (basis points) | (0.25%) | |||||||||||||||||||
Maturity period from incurrence | 7 years | |||||||||||||||||||
Debt obligations | $ 1,350 | |||||||||||||||||||
Repayment of debt | $ 570.1 | |||||||||||||||||||
6.00% Senior Notes due 2023 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt obligations | $ 1,430 | $ 1,430 | $ 1,430 | |||||||||||||||||
Interest rate of debt redeemed | 6.00% | 6.00% | ||||||||||||||||||
6.00% Senior Notes due 2023 [Member] | Unsecured Notes [Member] | Zayo Group Ltd (ZGL) [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt obligations | $ 700 | |||||||||||||||||||
6.00% Senior Notes due 2023 [Member] | Unsecured Notes [Member] | Zayo Capital [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt obligations | $ 730 | |||||||||||||||||||
6.375% Senior Notes due 2025 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt obligations | $ 900 | $ 900 | 900 | |||||||||||||||||
Interest rate of debt redeemed | 6.375% | 6.375% | ||||||||||||||||||
6.375% Senior Notes due 2025 [Member] | Unsecured Notes [Member] | Zayo Group Ltd (ZGL) and Zayo Capital [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt obligations | $ 350 | |||||||||||||||||||
Incremental 2025 Notes [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Repriced percentage | 97.76% | |||||||||||||||||||
Incremental 2025 Notes [Member] | Unsecured Notes [Member] | Zayo Group Ltd (ZGL) and Zayo Capital [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt obligations | $ 550 | |||||||||||||||||||
5.75% Senior Unsecured Notes due 2027 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt obligations | $ 300 | $ 550 | $ 800 | $ 1,650 | $ 1,650 | $ 1,650 | ||||||||||||||
Debt price percentage | 104.25% | 104.00% | ||||||||||||||||||
Interest rate of debt redeemed | 5.75% | 5.75% | ||||||||||||||||||
10.125% Senior Notes due 2020 [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Repayment of debt | 325.6 | |||||||||||||||||||
Redemption premium and accrued interest included in redemption amount | $ 20.3 | |||||||||||||||||||
Interest rate of debt redeemed | 10.125% | |||||||||||||||||||
LIBOR [Member] | Term Loan Facility [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Spread on interest rate | 2.75% | |||||||||||||||||||
LIBOR [Member] | Incremental Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Spread on interest rate | 3.50% | |||||||||||||||||||
LIBOR [Member] | Incremental Term Loan [Member] | Electric Lightwave | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Spread on interest rate | 2.25% | 2.50% | ||||||||||||||||||
LIBOR [Member] | Minimum | Letters of Credit [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fee on outstanding letters of credit based upon leverage ratio | 1.00% | |||||||||||||||||||
LIBOR [Member] | Minimum | Term Loan Facility [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Spread on interest rate | 1.00% | 1.00% | ||||||||||||||||||
LIBOR [Member] | Minimum | Incremental Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Spread on interest rate | 1.00% | |||||||||||||||||||
LIBOR [Member] | Minimum | Incremental Term Loan [Member] | Electric Lightwave | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Spread on interest rate | 1.00% | 1.00% | ||||||||||||||||||
LIBOR [Member] | Maximum | Letters of Credit [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fee on outstanding letters of credit based upon leverage ratio | 1.75% | |||||||||||||||||||
LIBOR [Member] | Maximum | Term Loan Facility [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Spread on interest rate | 1.75% | |||||||||||||||||||
LIBOR [Member] | Tranche One [Member] | Incremental Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Spread on interest rate | 2.25% | 2.00% | ||||||||||||||||||
LIBOR [Member] | Tranche One [Member] | Minimum | Incremental Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Spread on interest rate | 1.00% | 0.00% | ||||||||||||||||||
LIBOR [Member] | Tranche Two (B-2 Term Loan) [Member] | Incremental Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Spread on interest rate | 2.50% | |||||||||||||||||||
LIBOR [Member] | Tranche Two (B-2 Term Loan) [Member] | Minimum | Incremental Term Loan [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Spread on interest rate | 1.00% |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of Income Tax Provision) (Details) - USD ($) $ in Millions | Dec. 22, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
INCOME TAXES | |||||
Applicable statutory rate | 35.00% | 21.00% | 28.00% | 21.00% | 28.00% |
Expected expense at the statutory rate | $ 11.1 | $ 12.4 | $ 31.1 | $ 29.8 | |
Stock-based compensation | 1.7 | 1.6 | 5.3 | 4.1 | |
State income taxes benefit, net of federal benefit | 2 | 1.3 | 6 | 2.8 | |
Non-deductible transaction costs | 0.3 | 0.4 | 0.7 | 0.6 | |
Change in statutory tax rates outside U.S. | (0.1) | 0.8 | |||
Changes in uncertain tax positions | 1.8 | 8.2 | |||
Foreign tax rate differential | 1.4 | (1) | 2.9 | (2.7) | |
U.S. Tax Reform | 4.6 | 7.2 | 48.7 | ||
Change in valuation allowance | (1.5) | (0.2) | (2.3) | (31.6) | |
Other, net | 1.2 | 1.9 | 2 | (5.7) | |
Provision for income taxes | $ 18 | $ 21 | $ 61 | $ 46.8 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Millions | Dec. 22, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 |
INCOME TAXES | ||||||
Effective tax rates | 35.00% | 21.00% | 28.00% | 21.00% | 28.00% | |
U.S. Tax Reform under SAB 118 | $ 0 | |||||
Gross unrecognized tax benefits | $ 12 | 12 | $ 3 | |||
Additional federal benefit recognized for prior year tax positions | 9 | |||||
Net federal benefit | 8.2 | |||||
Accrued interest and penalties | $ 1.9 | $ 1.9 | $ 0.1 |
INCOME TAXES (U.S. Tax Reform)
INCOME TAXES (U.S. Tax Reform) (Details) $ in Millions | 9 Months Ended |
Mar. 31, 2019USD ($) | |
INCOME TAXES | |
Tax expenses, Change in statutory tax rate, U.S. only | $ 6.2 |
Tax expenses, Changes to indefinite reinvestment assertion | (0.2) |
Tax expenses, Repatriation Tax (settled with NOL, non-cash) | 1.2 |
Tax expenses, Net impacts of U.S. Tax Reform | $ 7.2 |
EQUITY (Details)
EQUITY (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Mar. 31, 2019 | Nov. 07, 2018 | Mar. 31, 2019 | May 07, 2018 | |
Stockholders Equity Note [Line Items] | ||||
Shares repurchased during the period | 12,973,892 | |||
Stock repurchased, average share price | $ 31.03 | |||
Stock repurchase program, value repurchased | $ 402.5 | |||
Increase in additional paid-in capital associated with stock-based compensation expense | $ 23.3 | $ 74.9 | ||
Share Repurchase Program Authorized May 07, 2018 [Member] | ||||
Stockholders Equity Note [Line Items] | ||||
Share repurchase program authorized amount | $ 500 | |||
Stock repurchase program, value repurchased | $ 496 |
STOCK-BASED COMPENSATION (Summa
STOCK-BASED COMPENSATION (Summary of Stock-Based Compensation Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 27 | $ 19.2 | $ 79.9 | $ 70.5 |
Operating costs | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 2.4 | 2.1 | 7.8 | 7.6 |
Selling, general and administrative expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 24.6 | 17.1 | 72.1 | 62.9 |
Part A restricted stock units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 23.2 | 16.8 | 68.9 | 58.4 |
Part B restricted stock units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 3.1 | 1.9 | 9.3 | 10.6 |
Part C restricted stock units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 0.7 | $ 0.5 | $ 1.7 | $ 1.5 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) - USD ($) $ in Millions | Oct. 16, 2014 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share-based compensation expense | $ 27 | $ 19.2 | $ 79.9 | $ 70.5 | |||||||
PCIP [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Incentive plan termination period | 10 years | 10 days | |||||||||
Part A restricted stock units | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share-based compensation expense | 23.2 | 16.8 | $ 68.9 | 58.4 | |||||||
Average closing price | 10 days | ||||||||||
Unrecognized compensation cost | 23.1 | $ 23.1 | |||||||||
Award recorded as liability | 5.9 | $ 5.7 | $ 5.9 | $ 5.7 | |||||||
Number of RSUs, Granted | 2,206,340 | ||||||||||
Vesting period | 12 months | 15 months | |||||||||
Part B restricted stock units | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share-based compensation expense | 3.1 | $ 1.9 | $ 9.3 | 10.6 | |||||||
Unrecognized compensation cost | $ 7 | $ 7 | |||||||||
Number of RSUs, Granted | 98,342 | 61,123 | 58,418 | 78,123 | 77,218 | 82,556 | 163,960 | 217,883 | |||
Part C restricted stock units | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share-based compensation expense | $ 0.7 | $ 0.5 | $ 1.7 | $ 1.5 | |||||||
Average closing price | 10 days | ||||||||||
Number of RSUs, Granted | 30,319 | 13,555 | 60,505 | 43,502 | |||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Average closing price | 10 days | ||||||||||
Performance price | 1 year |
STOCK-BASED COMPENSATION (Sum_2
STOCK-BASED COMPENSATION (Summary of Restricted Stock Units Activity) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2019 | Jun. 30, 2018 | |
Part A restricted stock units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of RSUs, Outstanding beginning balance | 2,246,495 | 2,246,495 | |||||||
Number of RSUs, Granted | 2,206,340 | ||||||||
Number of RSUs, Vested | (2,058,668) | ||||||||
Number of RSUs, Forfeited | (369,784) | ||||||||
Number of RSUs, Outstanding ending balance | 2,024,383 | 2,246,495 | 2,024,383 | 2,246,495 | |||||
Weighted average grant-date fair value per share, Outstanding beginning balance | $ 35.08 | $ 35.08 | |||||||
Weighted average grant-date fair value per share, Granted | 28.74 | ||||||||
Weighted average grant-date fair value per share, Vested | 34.13 | ||||||||
Weighted average grant-date fair value per share, Forfeited | 0 | ||||||||
Weighted average grant-date fair value per share, Outstanding ending balance | $ 28.40 | $ 35.08 | $ 28.40 | $ 35.08 | |||||
Weighted average remaining contractual term in months | 6 months 9 days | 6 months 12 days | |||||||
Part B restricted stock units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of RSUs, Outstanding beginning balance | 185,775 | 185,775 | |||||||
Number of RSUs, Granted | 98,342 | 61,123 | 58,418 | 78,123 | 77,218 | 82,556 | 163,960 | 217,883 | |
Number of RSUs, Vested | (124,129) | ||||||||
Number of RSUs, Forfeited | (5,141) | ||||||||
Number of RSUs, Outstanding ending balance | 274,388 | 185,775 | 274,388 | 185,775 | |||||
Weighted average grant-date fair value per share, Outstanding beginning balance | $ 57.19 | $ 57.19 | |||||||
Weighted average grant-date fair value per share, Granted | $ 52.81 | $ 22.43 | $ 64.41 | $ 74.44 | $ 52.47 | $ 45.10 | $ 19.06 | 47.40 | |
Weighted average grant-date fair value per share, Vested | 48.62 | ||||||||
Weighted average grant-date fair value per share, Forfeited | 0 | ||||||||
Weighted average grant-date fair value per share, Outstanding ending balance | $ 51.35 | $ 57.19 | $ 51.35 | $ 57.19 | |||||
Weighted average remaining contractual term in months | 8 months 3 days | 8 months 27 days |
STOCK-BASED COMPENSATION (Sum_3
STOCK-BASED COMPENSATION (Summary of Part B RSUs Granted and Units Converted to Common Stock) (Details) - Part B restricted stock units - $ / shares | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Part B RSUs granted | 98,342 | 61,123 | 58,418 | 78,123 | 77,218 | 82,556 | 163,960 | 217,883 |
Maximum eligible shares of the Company's common stock | 826,073 | 513,433 | 403,084 | 539,049 | 532,804 | 569,636 | 590,256 | 826,073 |
Average grant date fair value | $ 52.81 | $ 22.43 | $ 64.41 | $ 74.44 | $ 52.47 | $ 45.10 | $ 19.06 | $ 47.40 |
Units converted to Company's common stock at vesting date | 54,671 |
EMPLOYEE BENEFITS (Components o
EMPLOYEE BENEFITS (Components of Net Periodic Benefit/Cost) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Pension Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0.8 | $ 0.7 | $ 2.2 | $ 2.1 |
Interest cost | 1 | 0.9 | 2.8 | 1.6 |
Expected return on plan assets | (1.5) | (1.4) | (4.1) | (2.5) |
Amortization of service cost from earlier periods | 0.2 | 0.2 | 0.6 | 0.2 |
Gain on curtailment | (0.4) | |||
Net periodic cost | $ 0.5 | 0.4 | 1.1 | 1.4 |
OPEB Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0.1 | 0.1 | ||
Interest cost | 0.1 | 0.2 | 0.3 | |
Net periodic cost | $ 0.1 | $ 0.3 | $ 0.4 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Millions | Dec. 22, 2017 | Jul. 22, 2016 | Mar. 31, 2019 | Jun. 30, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Carrying value of the notes | $ 5,869.1 | $ 5,695.1 | ||
Hypothetical interest rate increase | 1.00% | |||
Hypothetical annual interest expense | $ 19.3 | |||
Term Loan Facility [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Carrying value of the notes | 1,749.6 | 1,751.3 | ||
Term Loan Facility [Member] | LIBOR [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Spread on interest rate | 2.75% | |||
Term Loan Facility [Member] | LIBOR [Member] | Minimum | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Spread on interest rate | 1.00% | 1.00% | ||
Tranche One [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Debt instrument, face amount | $ 500 | |||
Tranche One [Member] | LIBOR [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Spread on interest rate | 2.00% | |||
Floor rate | 0.00% | |||
Tranche Two (B-2 Term Loan) [Member] | LIBOR [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Floor rate | 1.00% | |||
Notes [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Carrying value of the notes | $ 4,001.7 | 4,003.4 | ||
Fair value of the notes | 3,998 | 3,986.5 | ||
Notes [Member] | Term Loan Facility [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value of the notes | 1,746.7 | 1,772.3 | ||
Revolving Credit Facility | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Carrying value of the notes | $ 170 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) $ in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019CAD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2019CAD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2019USD ($) | |
Commitment And Contingencies [Line Items] | |||||
Purchase commitments | $ 446 | ||||
Outstanding letters of credit | 8.5 | ||||
Commitment for telecom services 2 year period [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Other commitments | $ 111.9 | $ 83.8 | $ 127 | $ 93.2 | |
Other commitments period | 2 years | 2 years | |||
Commitment for telecom services 3 year period [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Other commitments | $ 21.5 | $ 40 | $ 29.3 | ||
Other commitments period | 3 years | 3 years | |||
Zayo Canada, Inc | Credit Letter Agreement [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Outstanding letters of credit | 3.5 | $ 3.5 | 2.6 | ||
Unsecured credit agreement | $ 5 | $ 5 | $ 3.7 |
REVENUE AND CONTRACT COSTS (Det
REVENUE AND CONTRACT COSTS (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2019segment | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |||||
Number of segments | segment | 4 | 6 | |||
Fiber Solutions [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from non-lease arrangement | $ 15.1 | $ 6.7 | $ 29.7 | $ 16.9 | |
zColo [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from non-lease arrangement | $ 13.7 | $ 14.3 | $ 42.1 | $ 42.9 |
REVENUE AND CONTRACT COSTS (Rem
REVENUE AND CONTRACT COSTS (Remaining Performance Obligation) (Details) $ in Millions | Jun. 30, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 1,328 |
Fiber Solutions [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 18.2 |
Transport [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 710.5 |
Enterprise Networks [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 370.8 |
zColo [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 70.1 |
Allstream [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 158.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 272.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | Fiber Solutions [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 1.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | Transport [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 129.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | Enterprise Networks [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 71.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | zColo [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 10.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | Allstream [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 59.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 610.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | Fiber Solutions [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 10 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | Transport [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 320.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | Enterprise Networks [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 178.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | zColo [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 27.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | Allstream [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 74.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 277.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | Fiber Solutions [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | Transport [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 156.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | Enterprise Networks [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 82.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | zColo [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 14.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | Allstream [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 18.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 98.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | Fiber Solutions [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 1.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | Transport [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 56.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | Enterprise Networks [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 28.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | zColo [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 7.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | Allstream [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 4.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 35.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | Transport [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 22.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | Enterprise Networks [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 7.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | zColo [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | Allstream [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 1.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 32.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | Transport [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 24.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | Enterprise Networks [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 1.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | zColo [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 5.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | Allstream [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 0.3 |
REVENUE AND CONTRACT COSTS (R_2
REVENUE AND CONTRACT COSTS (Remaining Performance Obligation2 (Details) | Mar. 31, 2019 |
Fiber Solutions [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 3 months |
Fiber Solutions [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Fiber Solutions [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Fiber Solutions [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Fiber Solutions [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Fiber Solutions [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Transport [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 3 months |
Transport [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Transport [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Transport [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Transport [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Transport [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Enterprise Networks [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 3 months |
Enterprise Networks [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Enterprise Networks [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Enterprise Networks [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Enterprise Networks [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Enterprise Networks [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
zColo [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 3 months |
zColo [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
zColo [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
zColo [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
zColo [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
zColo [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Allstream [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 3 months |
Allstream [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Allstream [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Allstream [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Allstream [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
Allstream [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue recognition satisfaction period | 1 year |
REVENUE AND CONTRACT COSTS (Sum
REVENUE AND CONTRACT COSTS (Summary of Customer Receivables, Contract Assets and Liabilities) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
REVENUE AND CONTRACT COSTS | |||||
Customer receivable, net | $ 168.2 | $ 168.2 | $ 164 | ||
Contract liabilities | 56.1 | 56.1 | $ 68.9 | ||
Contract with customer liability, revenue recognized | $ 5.5 | $ 5.6 | $ 16.4 | $ 16.9 |
REVENUE AND CONTRACT COSTS (Con
REVENUE AND CONTRACT COSTS (Contract Costs) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Minimum | |||||
Contract Costs | |||||
Amortization period | 12 months | 12 months | |||
Maximum | |||||
Contract Costs | |||||
Amortization period | 51 months | 51 months | |||
Selling, general and administrative expenses | |||||
Contract Costs | |||||
Amortization of deferred contract costs | $ 2.1 | $ 2.3 | $ 6 | $ 6.6 | |
Other current assets | |||||
Contract Costs | |||||
Short-term unamortized contract costs | 6 | 6 | $ 7.1 | ||
Other assets | |||||
Contract Costs | |||||
Long term unamortized contract costs | $ 4.2 | $ 4.2 | $ 5.6 |
RELATED PARTY TRANSACTIONS (Sch
RELATED PARTY TRANSACTIONS (Schedule of Revenue and Expense Transactions) (Details) - Inteliquent, Inc [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2018 | Mar. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Revenues | $ 1.9 | $ 5.6 |
Operating costs | $ 0.8 | $ 2 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Dan Caruso [Member] | Aircraft Reimbursement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payable to related party settled | $ 0.3 | $ 0.2 | $ 0.5 | $ 0.5 |
SEGMENT REPORTING (Narrative) (
SEGMENT REPORTING (Narrative) (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2019segment | Mar. 31, 2019USD ($) | Mar. 31, 2019USD ($)itemsegment | |
Segment Reporting Information [Line Items] | |||
Number of segments | segment | 4 | 6 | |
Fiber Solutions [Member] | Minimum | |||
Segment Reporting Information [Line Items] | |||
Number of dark fiber pairs leased to customers | item | 2 | ||
Contract term | 3 years | 3 years | |
Fiber Solutions [Member] | Maximum | |||
Segment Reporting Information [Line Items] | |||
Number of dark fiber pairs leased to customers | item | 12 | ||
Contract term | 20 years | 20 years | |
Transport [Member] | Minimum | |||
Segment Reporting Information [Line Items] | |||
Contract term | 2 years | 2 years | |
Transport [Member] | Maximum | |||
Segment Reporting Information [Line Items] | |||
Contract term | 5 years | 5 years | |
Enterprise Networks [Member] | |||
Segment Reporting Information [Line Items] | |||
Increase (decrease) in segment adjusted EBITDA | $ | $ 0.7 | $ 2.1 | |
Enterprise Networks [Member] | Minimum | |||
Segment Reporting Information [Line Items] | |||
Contract term | 1 year | 1 year | |
Enterprise Networks [Member] | Maximum | |||
Segment Reporting Information [Line Items] | |||
Contract term | 10 years | 10 years | |
zColo [Member] | Minimum | |||
Segment Reporting Information [Line Items] | |||
Contract term | 2 years | 2 years | |
zColo [Member] | Maximum | |||
Segment Reporting Information [Line Items] | |||
Contract term | 5 years | 5 years | |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Contract term | 1 year | 1 year | |
Allstream [Member] | |||
Segment Reporting Information [Line Items] | |||
Increase (decrease) in segment adjusted EBITDA | $ | $ (0.7) | $ (2.1) |
SEGMENT REPORTING (Summary of F
SEGMENT REPORTING (Summary of Financial Information by Segments) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | $ 647.2 | $ 649 | $ 1,927.4 | $ 1,945.2 | |
Segment Adjusted EBITDA | 321.3 | 319.4 | 961.9 | 964.7 | |
Total assets | 9,263.8 | 9,263.8 | $ 9,209.9 | ||
Capital expenditures | 206.4 | 195.1 | 591.1 | 581.9 | |
Reportable Segments [Member] | Fiber Solutions [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 237.6 | 213.3 | 687.2 | 615.1 | |
Segment Adjusted EBITDA | 187.5 | 170.9 | 549 | 498.3 | |
Total assets | 5,115.7 | 5,115.7 | 4,937.3 | ||
Capital expenditures | 125 | 102.7 | 330.5 | 324.5 | |
Reportable Segments [Member] | Transport [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 170.4 | 166.5 | 508.6 | 500.5 | |
Segment Adjusted EBITDA | 56.8 | 55 | 171.9 | 172.4 | |
Total assets | 1,881.1 | 1,881.1 | 1,870.9 | ||
Capital expenditures | 48.4 | 49 | 136.9 | 134.5 | |
Reportable Segments [Member] | Enterprise Networks [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 81.2 | 86.1 | 245.4 | 265.4 | |
Segment Adjusted EBITDA | 33.4 | 36.2 | 100.8 | 110.7 | |
Total assets | 757.4 | 757.4 | 754.6 | ||
Capital expenditures | 9.8 | 15.7 | 39.7 | 36.2 | |
Reportable Segments [Member] | zColo [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 57.4 | 59.6 | 173.9 | 177.9 | |
Segment Adjusted EBITDA | 27.5 | 28.7 | 83.4 | 88.3 | |
Total assets | 1,062.4 | 1,062.4 | 1,032.4 | ||
Capital expenditures | 18.5 | 25.5 | 70.2 | 78.1 | |
Reportable Segments [Member] | Allstream [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 92 | 117.7 | 293.7 | 368.9 | |
Segment Adjusted EBITDA | 14.4 | 26.8 | 52.8 | 91.2 | |
Total assets | 390.3 | 390.3 | 465.5 | ||
Capital expenditures | 4.7 | 2.2 | 13.8 | 8.6 | |
Reportable Segments [Member] | Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue from external customers | 8.6 | 5.8 | 18.6 | 17.4 | |
Segment Adjusted EBITDA | 1.9 | 1.7 | 4.2 | 3.9 | |
Total assets | 32.4 | 32.4 | 33.4 | ||
Corp/Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Adjusted EBITDA | (0.2) | $ 0.1 | (0.2) | $ (0.1) | |
Total assets | $ 24.5 | $ 24.5 | $ 115.8 |
SEGMENT REPORTING (Reconciliati
SEGMENT REPORTING (Reconciliation from Segment Adjusted EBITDA to Net Loss from Continuing Operations) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
SEGMENT REPORTING | ||||
Total Segment Adjusted EBITDA | $ 321.3 | $ 319.4 | $ 961.9 | $ 964.7 |
Interest expense | (86.4) | (75.3) | (252.6) | (222) |
Depreciation and amortization expense | (161.2) | (190.9) | (475.9) | (570.4) |
Transaction costs | (0.9) | (3.3) | (4.4) | (17.5) |
Stock-based compensation | (27) | (19.2) | (79.9) | (70.5) |
Loss on extinguishment of debt | (4.9) | |||
Foreign currency (loss)/gain on intercompany loans | 7.1 | 13.9 | (5.8) | 27.8 |
Gain on business disposition | 5.5 | |||
Non-cash loss on investments | (0.2) | (0.1) | (0.8) | (0.5) |
Income from operations before income taxes | $ 52.7 | $ 44.5 | $ 148 | $ 106.8 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions | May 08, 2019 | Apr. 03, 2019 | Mar. 31, 2019 | Jun. 30, 2018 |
SUBSEQUENT EVENTS | ||||
Debt obligations | $ 5,909.3 | $ 5,743.1 | ||
Merger Agreement [Member] | Consortium of Private Equity Funds [Member] | Delaware Corporation And Front Range Bidco Inc. [Member] | Subsequent Event [Member] | ||||
SUBSEQUENT EVENTS | ||||
Par value (per share) | $ 0.001 | |||
Consideration in cash (per share) | $ 35 | |||
Tranche One [Member] | Subsequent Event [Member] | ||||
SUBSEQUENT EVENTS | ||||
Debt obligations | $ 500 |