Earnings Call Presentation Zayo Group Holdings, Inc. Fiscal Year 2017 Q2 NYSE: ZAYO @ZayoGroup
Safe Harbor Information contained in this presentation that is not historical by nature constitutes “forward - looking statements” which can be identified by the use of forward- looking terminology such as “believes,” “expects,” “plans,” “intends,” “estimates,” “projects,” “could,” “may,” “will,” “should,” or “anticipates” or the negatives thereof, other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that future results expressed or implied by the forward-looking statements will be achieved and actual results may differ materially from those contemplated by the forward-looking statements. Such statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, those relating to Zayo Group Holdings, Inc.’s (“the Company” or “ZGH”) financial and operating prospects, current economic trends, future opportunities, ability to retain existing customers and attract new ones, outlook of customers, and strength of competition and pricing. In addition, there is risk and uncertainty in the Company’s acquisition strategy including our ability to integrate acquired companies and assets. Specifically there is a risk associated with our recent acquisitions, and the benefits thereof, including financial and operating results and synergy benefits that may be realized from these acquisitions and the timeframe for realizing these benefits. Other factors and risks that may affect our business and future financial results are detailed in the “Risk Factors” section of our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). We caution you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after releasing this supplemental information or to reflect the occurrence of unanticipated events, except as required by law. In addition to this presentation and our filings with the SEC, the Company provides a supplemental earnings presentation and a glossary of terms used throughout. All of which can be found under the investor section of the Company’s website at http://www.zayo.com/investors. 2 2
Dan Caruso Chairman & Chief Executive Officer 3
FY 2Q17 Highlights 1 continued consecutive quarter revenue & aEBITDA growth 1 4% pro forma recurring revenue growth; 6% constant currency (CC) net bookings of $5.2M net installs of $2.0M , driven by record $6.7M in gross installs and churn of 1.2% additional one-time disclosures provide deeper analysis on operational metrics announced acquisition of Electric Lightwave , investor call to be scheduled upon closing 1 financial and operating metrics exclude Zayo Canada 4
Zayo at a Glance Unique Metro Fiber International Network Datacenters People Our assets 8,991,647 fiber miles 3,095 employees 25,886 buildings 63 zColo data centers 175 QBHC 115,695 route miles 148 avg metro fiber count >696k billable sf What we do Products * Customers * Leading Fiber & 38% Dark Fiber Solutions 6.8k customers Data Center Consolidator 44% Network Connectivity 52% of rev from enterprise & content 39 acquisitions to date 17% Colo & Cloud Infrastructure 48% carriers & wireless 7 since Jan 2015 1% Other * Excludes Zayo Canada Value Creation Financial 1 Growth Track record $ $1.1B invested equity since 29 consecutive quarters of ~$2.0B revenue 2007 inception sequential revenue growth 2 ~$1.1B adjusted EBITDA $8.1B equity value 3 >7x return 1 quarter ended Dec-16 annualized 2 every quarter since becoming a public filer inclusive of Zayo Group, LLC operating subsidiary. Excludes Zayo Canada 5 3 based on average closing price for month of Dec-16
Segments 1 Colocation & Dark Fiber Network Canada and Cloud Total Solutions Connectivity Other Segment Segments Infrastructure Revenue $150.4 $177.6 $66.7 $112.0 $506.7 30% 35% 13% 22% 100% Revenue % of Total Adjusted EBITDA $110.5 $91.1 $33.9 $27.9 $263.4 EBITDA Margin 73% 51% 51% 25% 52% EBITDA % of Total 42% 35% 13% 11% 100% Capital Expenditures $128.3 $48.3 $27.4 $9.6 $213.6 Capital Expenditures % of Total 60% 23% 13% 4% 100% Adjusted UFCF -$0.9 $41.4 $6.9 $17.7 $65.1 Adjusted UFCF Margin -1% 23% 10% 16% 13% Adjusted UFCF % of Total -1% 64% 11% 27% 100% Net Installs $1.1 $0.4 $0.5 -$0.3 $1.7 Net Installs % of Total 67% 24% 28% -19% 100% Implied Growth Rate on Net Installs 9% 3% 9% -4% 4% Net Sales (Bookings) $1.5 $2.9 $0.7 $1.0 $6.1 1 based on quarter ended Dec-16 6 FY2015 Q4 Earnings Presentation
EXCLUDES ZAYO CANADA Q2 Financial Highlights Revenue ($M) $450 $399 $393 $370 $400 $6 $3 $5 4% QoQ annualized pro forma recurring $350 $300 revenue growth $250 6% in CC 1 $200 $393 $390 $365 $150 $100 $50 $0 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Adjusted EBITDA Recurring Other ($M) 59% 59% 59% 59% 59% $300 $237 $233 $250 $219 $3 $1 $2 $3 2% QoQ annualized pro forma recurring $2 $200 adjusted EBITDA growth $150 $233 $232 $217 $100 $50 $0 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Associated with Other Revenue Excluding Associated with Other Revenue Adjusted EBITDA Margin 1 CC: constant currency 7 7
EXCLUDES ZAYO CANADA Q2 Financial Highlights Cont. Purchases of Property & Equipment ($M) $250 $205 $204 $5 $2 $200 $172 $7 $6 $3 $6 net AFFO of $107M or 27% of revenue $150 $100 $196 $194 $163 $50 $0 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Growth Maintenance Other Net AFFO Levered FCF ($M) ($M) (capturing churn replacement) % of Revenue $350 $200 % of Revenue -7% 5% -5% 2% -13% 27% 18% 29% 28% 27% $213 $250 Implied revenue growth: $153 $150 $146 0.4% 4.2% 0.2% 0.0% -4.0% $150 $50 $100 $110 $107 $8 $98 ($26) ($51) ($50) ($172) ($205) $50 ($204) ($150) ($250) $0 1 2 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Purchases of PP&E Cash Flow From Operations LFCF 1 quarter ended Dec-15 includes $54M of semi-annual interest payments and $17M of deferred interest from Jun-15 quarter senior notes offerings 2 quarter ended Jun-16 LFCF includes $23.2M outflow related to debt refinancing activities. Excluding this impact, LFCF would be $5.2M 8 8
EXCLUDES ZAYO CANADA Q2 Operational Highlights Gross Installations Churn Processed ($M) ($M) $8.0 $0.0 $6.7 $6.5 $6.4 $7.0 ($1.0) $1.1 ($3.1) ($3.2) $6.0 $1.1 ($3.7) $1.3 ($2.0) MRR and MAR MRR and MAR $5.0 ($3.0) $4.0 ($1.0) ($1.0) ($4.0) ($1.0) $3.0 $5.6 $5.4 $5.1 ($4.2) ($4.2) ($5.0) $2.0 ($4.7) ($6.0) Churn % = $1.0 -1.2% -1.0% -1.1% -1.1% -1.2% $0.0 ($7.0) Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Upgrades / Price Increase / Replacement Hard Disconnects Installations from New Services Upgrades / Price Decrease / Replacement ($M) Net Installations $7.0 $6.0 MRR and MAR $5.0 churn of 1.2% within historical and $4.0 expected range $3.0 $2.3 $2.2 $2.0 net installs imply 6% annualized $2.0 recurring revenue growth rate 1 $1.0 $0.0 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 9 1 implied by the current quarter pace of Net Installs, calculated as Net Installs annualized ($1.986M * 4 = $7.94M), divided by the beginning of quarter run-rate $129.4 = 6.1% 9
Net Installs in line with prior quarters, but lower than expectation have communicated an expectation of achieving net installs approaching $3.0M in nearer term record quarter of $6.7M gross installs consistent with expectations that were set in prior quarters. Internal expectations were >$7.0M and low bookings during the quarter led to the gap churn of 1.2% was in line with guidance of 1.1 - 1.3%, though higher than recent quarters. Resulting churn of $4.7M was high the combined impact resulted in net installs being lower than expectations 10
EXCLUDES ZAYO CANADA Q2 Operational Highlights Cont. Last day of quarter run-rate ($M) (MRR+MAR) $150 $131.3 $129.4 $123.5 $100 $50 $0 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Service Activation Pipeline ($M) 98 109 102 105 96 $20 $16.2 $14.6 $14.4 $15 service activation pipeline represents 11% of $9.5 revenue run-rate $7.9 $8.7 $10 50 months average remaining contract term $5 $6.7 $6.5 $5.9 $0 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Delivery date after 6 months Delivery date within the next 6 months Implied Average Days to Install 11 11
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