Dex One Corporation (NYSE: DEXO) today announced its second quarter 2011
results, highlighted by strong EBITDA and free cash flow, the
introduction of new digital solutions and the completion of new
partnerships with leading digital companies. The company updated its
full year guidance, raising its outlook for adjusted EBITDA and free
cash flow.
Commenting on the quarter, Dex One CEO Alfred T. Mockett said, "We are
executing against our strategic priorities and increasing our digital
capabilities. Our expanded relationship with Google, which is only
available to a select group of partners, provides us with distinct
market advantages.”
Mr. Mockett continued, "During the quarter we launched new digital
solutions, including reputation management and mobile websites, that
will help our customers manage their online presence. We also expanded
our Dex Guaranteed Actions program to more markets. This innovation is
the industry’s first integrated marketing solution that provides upfront
performance commitments. These advancements demonstrate our progress in
transforming our operations to better address the rapidly shifting
marketing needs of local business.”
|
SECOND QUARTER RESULTS SUMMARY
|
|
Metric
(dollars in millions)
|
Results
|
|
Net revenue
|
$377
|
|
Adjusted EBITDA(1)
|
$157
|
|
Free cash flow(1)
|
$93
|
|
Adjusted net debt(1)
|
$2,504
|
|
Bookings
|
$316
|
|
Year over year change in bookings
|
(15.0%)
|
|
Advertising sales
|
$369
|
|
Year over year change in advertising sales
|
(14.6%)
|
Net loss, cash flow from operations and total debt (including fair value
discount) in the second quarter were $602 million, $103 million and
$2,597 million, respectively.
"Second quarter sales results met expectations amid continued difficult
local business conditions. We continued to post industry leading margins
and further reduced expenses due to rigorous cost management. These
actions, along with revised tax planning, have allowed us to improve our
guidance for EBITDA, free cash flow and net debt,” said Mockett.
During the second quarter, Dex One Corporation recorded a non-cash
impairment charge that eliminated the remaining balance of its goodwill.
This charge was associated with the decline in the price of the
company’s securities and does not impact the company’s current or future
cash flow, compliance with debt covenants or tax attributes.
2011 OUTLOOK
The company announced third quarter ad sales guidance and updated its
previously issued full year guidance.
|
|
Guidance
|
|
Metric
(dollars in millions)
|
Current
|
Prior(2)
|
|
Third Quarter
|
|
|
|
Year over year change in advertising sales
|
(14.0%) to (15.0%)
|
None
|
|
|
|
|
|
Full Year
|
|
|
|
Net revenue
|
$1,475 to $1,500
|
$1,475 to $1,525
|
|
Adjusted EBITDA(1)
|
$625 to $650
|
$600 to $650
|
|
Free cash flow(1)
|
$375 to $400
|
$300 to $350
|
|
Net debt - eliminating fair value discount(1)
|
$2,350
|
$2,400
|
The outlook for operating loss (midpoint), cash flow from operations
(midpoint) and total debt (including fair value discount) are $406
million, $428 million and $2,401 million, respectively.
Important information regarding operating results and related
reconciliations of non-GAAP financial measures to the most comparable
GAAP measures can be found in the schedules and related footnotes to
this press release, which should be thoroughly reviewed. All figures are
preliminary and subject to change pending the filing of our Quarterly
Report on Form 10-Q.
Advertising sales is a non-GAAP statistical measure and consist of sales
of advertising in print directories distributed during the period and
Internet-based products and services with respect to which such
advertising first appeared publicly during the period.
Bookings is another non-GAAP statistical measure that represent sales
activity associated with our print directories and Internet based
marketing solutions during the period. Bookings associated with our
local customers represent signed contracts during the period. Bookings
associated with our national customers represent what has been published
or fulfilled during the period. It is important to distinguish
advertising sales and bookings from net revenue, which is recognized
under the deferral and amortization method.
SECOND QUARTER CONFERENCE CALL
Dex One Corporation will be hosting a conference call to discuss its
second quarter 2011 results today at 8:30 a.m. (ET). Individuals within
the United States can access the call by dialing 800-857-9771 – others
should dial 517-308-9319. The pass code for the call is "Dex One”. In
order to ensure a prompt start time, please dial into the call by 8:20
a.m. (ET).
In addition, a live Web cast will be available at www.DexOne.com
and an archived version will be accessible for up to one year. A replay
of the conference call can also be accessed from within the United
States by dialing 800-372-5608 and internationally by dialing
402-344-6818. There is no pass code for the telephonic replay, which
will be available through August 11.
Endnotes
1) These are non-GAAP financial measures. Please see the discussion of
non-GAAP financial measures in the schedules and related footnotes at
the end of this press release.
2) Previously disclosed on May 2, 2011.
ABOUT DEX ONE
Dex One Corporation (NYSE: DEXO) is a leading marketing solutions
provider helping local businesses and their customers connect wherever
and whenever they choose to search. Building on its heritage of
delivering print-based solutions, the company provides integrated
products and services to help its clients establish their digital
presence and generate leads. Dex One’s locally based marketing experts
offer a broad network of local marketing solutions, including online,
mobile and print search solutions, such as DexKnows.com. For more
information, visit www.DexOne.com.
SAFE HARBOR PROVISION
Certain statements contained in this press release regarding Dex One
Corporation’s future operating results, performance, business plans,
prospects, guidance and any other statements not constituting historical
fact are "forward-looking statements” subject to the safe harbor created
by the Private Securities Litigation Reform Act of 1995. Where possible,
the words "believe,” "expect,” "anticipate,” "intend,” "should,” "will,”
"would,” "planned,” "estimated,” "potential,” "goal,” "outlook,” "may,”
"predicts,” "could,” or the negative of such terms, or other comparable
expressions, as they relate to Dex One Corporation or its management,
have been used to identify such forward-looking statements. All
forward-looking statements reflect only Dex One Corporation’s current
beliefs and assumptions with respect to future business plans,
prospects, decisions and results, and are based on information currently
available to Dex One Corporation. Accordingly, the statements are
subject to significant risks, uncertainties and contingencies, which
could cause Dex One Corporation’s actual operating results, performance
or business plans or prospects to differ materially from those expressed
in, or implied by, these statements.
Factors that could cause actual results to differ materially from
current expectations include risks and other factors described in Dex
One Corporation’s publicly available reports filed with the SEC, which
contain a discussion of various factors that may affect Dex One
Corporation’s business or financial results. Such risks and other
factors, which in some instances are beyond Dex One Corporation’s
control, include: the continuing decline in the use of print
directories; increased competition, particularly from existing and
emerging online technologies; ongoing weak economic conditions and
continued decline in advertising sales; our ability to collect trade
receivables from customers to whom we extend credit; our ability to
generate sufficient cash to service our debt; our ability to comply with
the financial covenants contained in our debt agreements and the
potential impact to operations and liquidity as a result of restrictive
covenants in such debt agreements; our ability to refinance or
restructure our debt on reasonable terms and conditions as might be
necessary from time to time; increasing interest rates; changes in the
company’s and the company’s subsidiaries credit ratings; changes in
accounting standards; regulatory changes and judicial rulings impacting
our business; adverse results from litigation, governmental
investigations or tax related proceedings or audits; the effect of labor
strikes, lock-outs and negotiations; successful realization of the
expected benefits of acquisitions, divestitures and joint ventures; our
ability to maintain agreements with CenturyLink, AT&T and other major
Internet search and local media companies; our reliance on third-party
vendors for various services; and other events beyond our control that
may result in unexpected adverse operating results. Dex One Corporation
is not responsible for updating the information contained in this press
release beyond the published date, or for changes made to this document
by wire services or Internet service providers. This press release is
being furnished to the SEC through a Form 8-K. The company’s 2011
Quarterly Report on Form 10-Q for the period ended June 30, 2011 to be
filed with the SEC may contain updates to the information included in
this release.
(See attached schedules and related footnotes)
|
DEX ONE CORPORATION
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|
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Schedule 1
|
|
INDEX OF SCHEDULES
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|
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Schedule 1:
|
|
Index of Schedules
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|
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|
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|
Schedule 2:
|
|
Unaudited Condensed Consolidated Statements of Operations for the
three and six months ended June 30, 2011, the three and five months
ended June 30, 2010 (Successor Company) and the one month ended
January 31, 2010 (Predecessor Company)
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|
|
Schedule 3:
|
|
Unaudited Adjusted Statements of Operating Income for the three and
six months ended June 30, 2011 and Unaudited Adjusted and Combined
Adjusted Statements of Operating Income for the three and six months
ended June 30, 2010
|
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|
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Schedule 4:
|
|
Unaudited Condensed Consolidated Balance Sheets at June 30, 2011 and
December 31, 2010
|
|
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`
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|
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Schedule 5:
|
|
Unaudited Condensed Consolidated Statements of Cash Flows for the
three and six months ended June 30, 2011, the three and five months
ended June 30, 2010 (Successor Company) and the one month ended
January 31, 2010 (Predecessor Company)
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|
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|
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|
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Schedule 6:
|
|
Reconciliation of Non-GAAP Measures
|
|
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|
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|
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|
|
|
|
|
|
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Schedule 7:
|
|
Statistical Measures - Advertising Sales and Bookings
|
|
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|
|
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|
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Schedule 8:
|
|
Notes to Unaudited Condensed Consolidated Financial Statements and
Non-GAAP Measures
|
|
|
|
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|
|
Note: These schedules are preliminary and subject to change pending
the Company's filing of its Form 10-Q.
|
|
DEX ONE CORPORATION
|
|
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
Schedule 2
|
|
Amounts in millions, except earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Successor Company
|
|
Predecessor Company
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Five Months Ended
|
|
One Month Ended
|
|
|
|
June 30, 2011
|
|
June 30, 2011
|
|
June 30, 2010
|
|
June 30, 2010
|
|
January 31, 2010
|
|
Net revenue (1)
|
|
$
|
377.3
|
|
|
$
|
768.5
|
|
|
$
|
160.9
|
|
|
$
|
214.0
|
|
|
$
|
160.4
|
|
|
Expenses
|
|
|
222.1
|
|
|
|
439.2
|
|
|
|
185.1
|
|
|
|
294.2
|
|
|
|
76.1
|
|
|
Depreciation and amortization
|
|
|
61.9
|
|
|
|
116.0
|
|
|
|
59.6
|
|
|
|
99.0
|
|
|
|
20.2
|
|
|
Impairment charges (2)
|
|
|
801.1
|
|
|
|
801.1
|
|
|
|
769.7
|
|
|
|
769.7
|
|
|
|
-
|
|
|
Operating income (loss)
|
|
|
(707.8
|
)
|
|
|
(587.8
|
)
|
|
|
(853.5
|
)
|
|
|
(948.9
|
)
|
|
|
64.1
|
|
|
Gain on sale of assets (3)
|
|
|
-
|
|
|
|
13.4
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Interest expense, net
|
|
|
(58.0
|
)
|
|
|
(115.8
|
)
|
|
|
(73.4
|
)
|
|
|
(122.4
|
)
|
|
|
(19.7
|
)
|
|
Income (loss) before reorganization items, net and income taxes
|
|
|
(765.8
|
)
|
|
|
(690.2
|
)
|
|
|
(926.9
|
)
|
|
|
(1,071.3
|
)
|
|
|
44.4
|
|
|
Reorganization items, net (4)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,793.1
|
|
|
Income (loss) before income taxes
|
|
|
(765.8
|
)
|
|
|
(690.2
|
)
|
|
|
(926.9
|
)
|
|
|
(1,071.3
|
)
|
|
|
7,837.5
|
|
|
Tax (provision) benefit
|
|
|
163.7
|
|
|
|
143.5
|
|
|
|
157.0
|
|
|
|
558.6
|
|
|
|
(917.5
|
)
|
|
Net income (loss)
|
|
$
|
(602.1
|
)
|
|
$
|
(546.7
|
)
|
|
$
|
(769.9
|
)
|
|
$
|
(512.7
|
)
|
|
$
|
6,920.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share (EPS):
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(12.01
|
)
|
|
$
|
(10.92
|
)
|
|
$
|
(15.39
|
)
|
|
$
|
(10.25
|
)
|
|
$
|
100.3
|
|
|
Diluted
|
|
$
|
(12.01
|
)
|
|
$
|
(10.92
|
)
|
|
$
|
(15.39
|
)
|
|
$
|
(10.25
|
)
|
|
$
|
100.2
|
|
|
Shares used in computing EPS:
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
50.1
|
|
|
|
50.1
|
|
|
|
50.0
|
|
|
|
50.0
|
|
|
|
69.0
|
|
|
Diluted
|
|
|
50.1
|
|
|
|
50.1
|
|
|
|
50.0
|
|
|
|
50.0
|
|
|
|
69.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Unaudited Condensed Consolidated Financial
Statements and Non-GAAP Measures - Schedule 8.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: These schedules are preliminary and subject to change pending
the Company's filing of its Form 10-Q.
|
|
DEX ONE CORPORATION
|
|
UNAUDITED ADJUSTED STATEMENTS OF
OPERATING INCOME AND
|
|
UNAUDITED ADJUSTED AND COMBINED ADJUSTED
STATEMENTS OF OPERATING INCOME
|
Schedule 3a
|
|
|
|
|
|
|
|
|
|
|
|
Fresh Start Adjustments
|
|
The Company adopted fresh start accounting and reporting effective
February 1, 2010, the Fresh Start Reporting Date. The financial
statements as of the Fresh Start Reporting Date report the results
of Dex One with no beginning retained earnings or accumulated
deficit. Any presentation of Dex One represents the financial
position and results of operations of a new reporting entity and
is not comparable to prior periods presented by the Predecessor
Company. The financial statements for periods ended prior to the
Fresh Start Reporting Date do not include the effect of any
changes in the Predecessor Company's capital structure or changes
in the fair value of assets and liabilities as a result of fresh
start accounting. As a result of the deferral and amortization
method of revenue recognition, recognized gross advertising
revenues reflect the amortization of advertising sales consummated
in prior periods as well as in the current period. The adoption of
fresh start accounting had a significant impact on the financial
position and results of operations of the Company subsequent to
the Fresh Start Reporting Date. Fresh start accounting precluded
us from recognizing deferred revenue of $290.9 million and $546.0
million and certain deferred expenses of $62.3 million and $119.2
million during the three and five months ended June 30, 2010,
respectively, associated with advertising sales fulfilled prior to
the Fresh Start Reporting Date. Thus, our reported results for the
three and five months ended June 30, 2010 were not indicative of
our underlying operating and financial performance and are not
comparable to any current period presentation. Accordingly,
management has provided a non-GAAP analysis that compares the
Company’s (1) GAAP results for the three months ended June 30,
2011 to Non-GAAP Adjusted Results for the three months ended June
30, 2010 and (2) GAAP results for the six months ended June 30,
2011 to Non-GAAP Combined Adjusted Results for the six months
ended June 30, 2010 for net revenue through depreciation and
amortization expenses.
|
|
Management believes that these non-GAAP financial measures are
important indicators of our operations because they exclude items
that may not be indicative of, or related to, our core operating
results, and provide a better baseline for analyzing our
underlying business. Non-GAAP Adjusted Results adjusts GAAP
results of the Company for the three months ended June 30, 2010 to
(i) eliminate the fresh start accounting impact on revenue and
certain related expenses noted above and (ii) exclude cost-uplift
recorded under fresh start accounting of $3.3 million for the
three months ended June 30, 2010. Non-GAAP Combined Adjusted
Results (1) combines GAAP results of the Company for the five
months ended June 30, 2010 and GAAP results of the Predecessor
Company for the one month ended January 31, 2010 and (2) adjusts
these combined amounts to (i) eliminate the fresh start
accounting impact on revenue and certain related expenses noted
above and (ii) exclude cost-uplift recorded under fresh start
accounting of $5.1 million for the five months ended June 30,
2010. Deferred directory costs, such as print, paper, distribution
and commissions, relate to directories that have not yet been
published and have been recorded at fair value, determined as (a)
the estimated billable value of the published directory less (b)
the expected costs to complete the directory, plus (c) a normal
profit margin. This incremental fresh start accounting adjustment
to step up the recorded value of the deferred directory costs to
fair value is hereby referred to as "cost-uplift.” Cost-uplift has
been amortized over the terms of the applicable directories, not
to exceed twelve months.
|
|
Fresh start accounting had an immaterial impact on our results of
operations for the three and six months ended June 30, 2011 and
therefore, we have not adjusted our GAAP results for this period.
Management believes that the presentation of Non-GAAP Adjusted and
Combined Adjusted Results will help financial statement users
better understand the material impact fresh start accounting had
on the Company’s results of operations for the three and five
months ended June 30, 2010 and also offers a non-GAAP normalized
comparison to GAAP results of the Company for the three and six
months ended June 30, 2011. The Non-GAAP Adjusted and Combined
Adjusted Results presented below are reconciled to the most
comparable GAAP measures. While the Non-GAAP Adjusted and Combined
Adjusted Results exclude the effects of fresh start accounting, it
must be noted that the Non-GAAP Adjusted and Combined Adjusted
Results are not comparable to the Company’s GAAP results for the
three and six months ended June 30, 2011 and should not be treated
as such. We strongly encourage investors and stockholders to
review our financial statements and publicly filed reports in
their entirety and not rely on any single financial measure.
|
|
|
|
|
|
|
|
|
|
|
|
Impairment Charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has excluded the goodwill impairment charge totaling
$801.1 million from GAAP results for the three and six months ended
June 30, 2011 and the goodwill and non-goodwill intangible asset
impairment charges totaling $769.7 million from Non-GAAP Adjusted
and Combined Adjusted Results for the three and six months ended
June 30, 2010.
|
|
Amounts in millions
|
|
|
|
|
|
|
|
Successor Company
|
|
Non-GAAP Adjusted
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Adjusted Results
|
June 30, 2011
|
Adjustments
|
June 30, 2011
|
|
Net revenue (1)
|
$
|
377.3
|
|
$
|
-
|
|
$
|
377.3
|
|
Expenses
|
|
222.1
|
|
|
-
|
|
|
222.1
|
|
Depreciation and amortization
|
|
61.9
|
|
|
-
|
|
|
61.9
|
|
Impairment charges (2)
|
|
801.1
|
|
|
(801.1
|
)
|
|
-
|
|
Operating income (loss)
|
$
|
(707.8
|
)
|
$
|
(801.1
|
)
|
$
|
93.3
|
|
|
|
|
|
|
|
Successor Company
|
|
Non-GAAP Adjusted
|
|
|
Three Months Ended
|
Fresh Start and
|
Three Months Ended
|
|
Adjusted Results
|
June 30, 2010
|
Other Adjustments
|
June 30, 2010
|
|
Net revenue (1)
|
$
|
160.9
|
|
$
|
290.9
|
|
$
|
451.8
|
|
Expenses
|
|
185.1
|
|
|
59.0
|
|
|
244.1
|
|
Depreciation and amortization
|
|
59.6
|
|
|
-
|
|
|
59.6
|
|
Impairment charges (2)
|
|
769.7
|
|
|
(769.7
|
)
|
|
-
|
|
Operating income (loss)
|
$
|
(853.5
|
)
|
$
|
1,001.6
|
|
$
|
148.1
|
|
|
|
|
|
|
See accompanying Notes to Unaudited Condensed Consolidated Financial
Statements and Non-GAAP Measures - Schedule 8.
|
|
|
|
|
|
|
Note: These schedules are preliminary and subject to change pending
the Company's filing of its Form 10-Q.
|
|
DEX ONE CORPORATION
|
|
UNAUDITED ADJUSTED STATEMENTS OF
OPERATING INCOME AND
|
Schedule 3b
|
|
UNAUDITED ADJUSTED AND COMBINED ADJUSTED
STATEMENTS OF OPERATING INCOME (CONTINUED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor Company
|
|
|
Non-GAAP Adjusted
|
|
|
|
|
Six Months Ended
|
|
|
Six Months Ended
|
|
|
Adjusted Results
|
|
June 30, 2011
|
|
Adjustments
|
June 30, 2011
|
|
|
Net revenue (1)
|
|
$
|
768.5
|
|
|
$
|
-
|
|
$
|
768.5
|
|
|
|
Expenses
|
|
|
439.2
|
|
|
|
-
|
|
|
439.2
|
|
|
|
Depreciation and amortization
|
|
|
116.0
|
|
|
|
-
|
|
|
116.0
|
|
|
|
Impairment charges (2)
|
|
|
801.1
|
|
|
|
(801.1
|
)
|
|
-
|
|
|
|
Operating income (loss)
|
|
$
|
(587.8
|
)
|
|
$
|
(801.1
|
)
|
$
|
213.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor Company
|
|
Predecessor Company
|
|
Non-GAAP Combined Adjusted
|
|
|
|
Five Months Ended
|
|
One Month Ended
|
Fresh Start and
|
Six Months Ended
|
|
Combined Adjusted Results
|
|
June 30, 2010
|
|
January 31, 2010
|
Other Adjustments
|
June 30, 2010
|
|
Net revenue (1)
|
|
$
|
214.0
|
|
|
$
|
160.4
|
|
$
|
546.0
|
|
$
|
920.4
|
|
Expenses
|
|
|
294.2
|
|
|
|
76.1
|
|
|
114.1
|
|
|
484.4
|
|
Depreciation and amortization
|
|
|
99.0
|
|
|
|
20.2
|
|
|
-
|
|
|
119.2
|
|
Impairment charges (2)
|
|
|
769.7
|
|
|
|
-
|
|
|
(769.7
|
)
|
|
-
|
|
Operating income (loss)
|
|
$
|
(948.9
|
)
|
|
$
|
64.1
|
|
$
|
1,201.6
|
|
$
|
316.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Unaudited Condensed Consolidated Financial
Statements and Non-GAAP Measures - Schedule 8.
|
|
|
|
Note: These schedules are preliminary and subject to change pending
the Company's filing of its Form 10-Q.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEX ONE CORPORATION
|
Schedule 4
|
|
UNAUDITED CONDENSED CONSOLIDATED BALANCE
SHEETS
|
|
|
|
|
|
|
|
Amounts in millions
|
|
|
|
|
|
|
|
June 30, 2011
|
December 31, 2010
|
|
Assets
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
169.6
|
|
$
|
127.9
|
|
|
Accounts receivable, net
|
|
|
660.3
|
|
|
678.4
|
|
|
Deferred directory costs
|
|
|
140.9
|
|
|
147.0
|
|
|
Short term deferred income taxes, net
|
|
|
47.8
|
|
|
84.1
|
|
|
Other current assets
|
|
|
57.8
|
|
|
82.7
|
|
Total current assets
|
|
|
1,076.4
|
|
|
1,120.1
|
|
|
|
|
|
|
|
|
Fixed assets and computer software, net
|
|
|
171.1
|
|
|
188.7
|
|
|
Intangible assets, net (2)
|
|
|
2,285.5
|
|
|
2,369.2
|
|
|
Goodwill, net (2)
|
|
|
-
|
|
|
801.1
|
|
|
Other non-current assets
|
|
|
11.5
|
|
|
9.7
|
|
Total Assets
|
|
$
|
3,544.5
|
|
$
|
4,488.8
|
|
|
|
|
|
|
|
Liabilities and Shareholders' (Deficit) Equity
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
142.2
|
|
$
|
154.5
|
|
|
Accrued interest
|
|
|
27.7
|
|
|
30.9
|
|
|
Deferred directory revenue
|
|
|
691.4
|
|
|
722.6
|
|
|
Current portion of long-term debt (5)
|
|
|
298.9
|
|
|
249.3
|
|
Total current liabilities
|
|
|
1,160.2
|
|
|
1,157.3
|
|
|
|
|
|
|
|
|
Long-term debt (5)
|
|
|
2,298.1
|
|
|
2,487.9
|
|
|
Deferred income taxes, net
|
|
|
42.4
|
|
|
205.8
|
|
|
Other non-current liabilities
|
|
|
61.8
|
|
|
111.9
|
|
Total liabilities
|
|
|
3,562.5
|
|
|
3,962.9
|
|
|
|
|
|
|
|
Shareholders’ (deficit) equity
|
|
|
(18.0
|
)
|
|
525.9
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders' (Deficit) Equity
|
|
$
|
3,544.5
|
|
$
|
4,488.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Unaudited Condensed Consolidated Financial
Statements and Non-GAAP Measures - Schedule 8.
|
|
|
|
Note: These schedules are preliminary and subject to change pending
the Company's filing of its Form 10-Q.
|
|
DEX ONE CORPORATION
|
|
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Schedule 5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor Company
|
|
Predecessor Company
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Five Months Ended
|
|
One Month Ended
|
|
|
|
|
June 30, 2011
|
|
June 30, 2011
|
|
June 30, 2010
|
|
June 30, 2010
|
|
January 31, 2010
|
|
Net cash provided by operating activities
|
|
|
$
|
103.1
|
|
|
$
|
212.6
|
|
|
$
|
134.8
|
|
|
$
|
240.1
|
|
|
$
|
71.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions to fixed assets and computer software
|
|
|
|
(9.9
|
)
|
|
|
(14.8
|
)
|
|
|
(8.8
|
)
|
|
|
(15.2
|
)
|
|
|
(1.8
|
)
|
|
Proceeds from sale of assets
|
|
|
|
-
|
|
|
|
15.4
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Net cash (used in) provided by investing activities
|
|
|
|
(9.9
|
)
|
|
|
0.6
|
|
|
|
(8.8
|
)
|
|
|
(15.2
|
)
|
|
|
(1.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit facilities repayments
|
|
|
|
(60.2
|
)
|
|
|
(155.0
|
)
|
|
|
(150.2
|
)
|
|
|
(303.4
|
)
|
|
|
(511.3
|
)
|
|
Debt issuance costs and other financing items, net
|
|
|
|
0.2
|
|
|
|
0.4
|
|
|
|
(1.9
|
)
|
|
|
(2.8
|
)
|
|
|
(22.1
|
)
|
|
(Decrease) increase in checks not yet presented for payment
|
|
|
(0.2
|
)
|
|
|
(16.9
|
)
|
|
|
0.4
|
|
|
|
3.7
|
|
|
|
(3.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) financing activities
|
|
|
|
(60.2
|
)
|
|
|
(171.5
|
)
|
|
|
(151.7
|
)
|
|
|
(302.5
|
)
|
|
|
(536.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
|
33.0
|
|
|
|
41.7
|
|
|
|
(25.7
|
)
|
|
|
(77.6
|
)
|
|
|
(466.5
|
)
|
|
Cash and cash equivalents, beginning of period
|
|
|
|
136.6
|
|
|
|
127.9
|
|
|
|
147.5
|
|
|
|
199.4
|
|
|
|
665.9
|
|
|
Cash and cash equivalents, end of period
|
|
|
$
|
169.6
|
|
|
$
|
169.6
|
|
|
$
|
121.8
|
|
|
$
|
121.8
|
|
|
$
|
199.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Unaudited Condensed Consolidated Financial
Statements and Non-GAAP Measures - Schedule 8.
|
|
|
|
Note: These schedules are preliminary and subject to change pending
the Company's filing of its Form 10-Q.
|
|
DEX ONE CORPORATION
|
|
RECONCILIATION OF NON-GAAP MEASURES
|
Schedule 6a
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA, Adjusted EBITDA and Combined Adjusted EBITDA are not
measurements of operating performance computed in accordance with
GAAP and should not be considered as a substitute for net income
(loss) prepared in conformity with GAAP. In addition, EBITDA may
not be comparable to similarly titled measures of other companies.
Management believes that these non-GAAP financial measures are
important indicators of our operations because they exclude items
that may not be indicative of, or related to, our core operating
results, and provide a better baseline for analyzing our
underlying business. Adjusted EBITDA of the Successor Company for
the three months ended June 30, 2011 is determined by adjusting
EBITDA for (i) impairment charges and (ii) stock-based
compensation expense and long-term incentive program. Adjusted
EBITDA of the Successor Company for the six months ended June 30,
2011 is determined by adjusting EBITDA for (i) impairment
charges, (ii) stock-based compensation expense and long-term
incentive program and (iii) gain on sale of assets. Adjusted
EBITDA of the Successor Company for the three and five months
ended June 30, 2010 is determined by adjusting EBITDA (i) to
eliminate the fresh start accounting impact on revenue and certain
expenses, (ii) to exclude the impact of cost-uplift recorded under
fresh start accounting, (iii) exclude goodwill and non-goodwill
intangible asset impairment charges and (iv) adjust for
stock-based compensation expense and long-term incentive program.
|
|
|
|
Adjusted EBITDA of the Predecessor Company for the one month ended
January 31, 2010 is determined by adjusting EBITDA for (i)
reorganization items, net and (ii) stock-based compensation expense
and long-term incentive program.
|
|
|
|
Combined adjusted EBITDA for the six months ended June 30, 2010
combines the adjusted EBITDA of the Successor Company for the five
months ended June 30, 2010 and the Predecessor Company for the one
month ended January 31, 2010.
|
|
|
|
|
|
|
|
|
Amounts in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor Company
|
|
Reconciliation of net income (loss) - GAAP to EBITDA, Adjusted
EBITDA and Combined
|
|
Three Months Ended
|
Six Months Ended
|
Three Months Ended
|
Five Months Ended
|
|
Adjusted EBITDA
|
|
June 30, 2011
|
June 30, 2011
|
June 30, 2010
|
June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss - GAAP
|
|
$
|
(602.1
|
)
|
$
|
(546.7
|
)
|
$
|
(769.9
|
)
|
$
|
(512.7
|
)
|
|
Less tax benefit
|
|
|
(163.7
|
)
|
|
(143.5
|
)
|
|
(157.0
|
)
|
|
(558.6
|
)
|
|
Plus interest expense, net
|
|
|
58.0
|
|
|
115.8
|
|
|
73.4
|
|
|
122.4
|
|
|
Plus depreciation and amortization
|
|
|
61.9
|
|
|
116.0
|
|
|
59.6
|
|
|
99.0
|
|
|
EBITDA
|
|
$
|
(645.9
|
)
|
$
|
(458.4
|
)
|
$
|
(793.9
|
)
|
$
|
(849.9
|
)
|
|
|
|
|
|
|
|
|
Plus: Impairment charges (2)
|
|
|
801.1
|
|
|
801.1
|
|
|
769.7
|
|
|
769.7
|
|
|
|
|
|
|
|
|
|
Plus: Net revenue from advertising sales fulfilled prior to
February 1, 2010, which would have been recognized during the
three and five months ended June 30, 2010 absent our adoption of
fresh start accounting required under GAAP.
|
|
|
-
|
|
|
-
|
|
|
290.9
|
|
|
546.0
|
|
|
|
|
|
|
|
|
|
Plus: Cost-uplift on unpublished sales contracts as of February 1,
2010.
|
|
|
-
|
|
|
-
|
|
|
3.3
|
|
|
5.1
|
|
|
|
|
|
|
|
|
|
Less: Certain deferred expenses for advertising sales fulfilled
prior to February 1, 2010, which would have been recognized during
the three and five months ended June 30, 2010 absent our adoption
of fresh start accounting required under GAAP.
|
|
|
-
|
|
|
-
|
|
|
(62.3
|
)
|
|
(119.2
|
)
|
|
|
|
|
|
|
|
|
Less: Gain on sale of assets (3)
|
|
|
-
|
|
|
(13.4
|
)
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Plus: Stock-based compensation expense and long-term incentive
program
|
|
|
1.9
|
|
|
3.2
|
|
|
4.3
|
|
|
5.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA - Successor Company
|
|
$
|
157.1
|
|
$
|
332.5
|
|
$
|
212.0
|
|
$
|
357.6
|
|
|
|
|
|
|
|
|
|
|
|
Predecessor Company
|
|
|
|
|
|
|
One Month Ended
|
|
|
|
|
|
|
January 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
Net income - GAAP
|
|
$
|
6,920.0
|
|
|
|
|
|
Plus: tax provision
|
|
|
917.5
|
|
|
|
|
|
Plus: interest expense, net
|
|
|
19.7
|
|
|
|
|
|
Plus depreciation and amortization
|
|
|
20.2
|
|
|
|
|
|
EBITDA
|
|
|
7,877.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Reorganization items, net (4)
|
|
|
(7,793.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Plus: Stock-based compensation expense and long-term incentive
program
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA - Predecessor Company
|
|
$
|
85.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
Combined Adjusted EBITDA
|
|
June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA - Successor Company
|
|
$
|
357.6
|
|
|
|
|
|
Adjusted EBITDA - Predecessor Company
|
|
|
85.4
|
|
|
|
|
|
Combined adjusted EBITDA
|
|
$
|
443.0
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Unaudited Condensed Consolidated Financial
Statements and Non-GAAP Measures - Schedule 8.
|
|
|
|
Note: These schedules are preliminary and subject to change pending
the Company's filing of its Form 10-Q.
|
|
DEX ONE CORPORATION
|
|
|
RECONCILIATION OF NON-GAAP MEASURES
(cont'd)
|
|
Schedule 6b
|
|
(unaudited)
|
|
|
|
|
|
|
Adjusted cash flow from operations, Free cash flow, Adjusted free
cash flow and Combined Adjusted free cash flow are not measurements
of operating performance computed in accordance with GAAP and should
not be considered as a substitute for cash flow from operations
prepared in conformity with GAAP. In addition, Adjusted cash flow
from operations, Free cash flow, Adjusted free cash flow and
Combined Adjusted free cash flow may not be comparable to similarly
titled measures of other companies. Management believes that these
adjusted cash flow measures provide investors and stockholders with
a relevant measure of liquidity and a useful basis for assessing the
Company's ability to fund its activities and obligations. Adjusted
cash flow from operations of the Successor Company for the three and
five months ended June 30, 2010 and the Predecessor Company for the
one month ended January 31, 2010 is determined by adjusting cash
flow from operations - GAAP for cash reorganization payments.
|
|
|
|
|
|
|
|
Adjusted free cash flow is determined by subtracting additions to
fixed assets and computer software - GAAP from Adjusted cash flow
from operations.
|
|
|
|
|
|
|
|
Combined Adjusted free cash flow for the six months ended June 30,
2010 combines the Adjusted free cash flow of the Successor Company
for the five months ended June 30, 2010 and the Predecessor Company
for the one month ended January 31, 2010.
|
|
|
|
|
|
|
|
|
|
Amounts in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor Company
|
|
|
|
Three Months Ended
|
Six Months Ended
|
Three Months Ended
|
Five Months Ended
|
|
Reconciliation of cash flow from operations - GAAP to free
cash flow, adjusted free cash flow and combined adjusted free cash
flow
|
|
June 30, 2011
|
June 30, 2011
|
June 30, 2010
|
June 30, 2010
|
|
|
|
|
|
|
|
|
Cash flow from operations - GAAP
|
|
$
|
103.1
|
|
$
|
212.6
|
|
$
|
134.8
|
$
|
240.1
|
|
Add : Cash reorganization payments
|
|
|
-
|
|
|
-
|
|
|
14.2
|
|
23.0
|
|
Adjusted cash flow from operations (Three and Five Months Ended June
30, 2010 only)
|
|
|
103.1
|
|
|
212.6
|
|
|
149.0
|
|
263.1
|
|
Less: Additions to fixed assets and computer software - GAAP
|
|
|
9.9
|
|
|
14.8
|
|
|
8.8
|
|
15.2
|
|
Free cash flow - Successor Company
|
|
$
|
93.2
|
|
$
|
197.8
|
|
|
|
|
Adjusted free cash flow - Successor Company
|
|
|
|
$
|
140.2
|
$
|
247.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Predecessor Company
|
|
|
|
|
|
|
One Month Ended
|
|
|
|
|
|
|
January 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operations - GAAP
|
|
$
|
71.7
|
|
|
|
|
|
Add: Cash reorganization payments
|
|
|
3.5
|
|
|
|
|
|
Adjusted cash flow from operations
|
|
|
75.2
|
|
|
|
|
|
Less: Additions to fixed assets and computer software - GAAP
|
|
|
1.8
|
|
|
|
|
|
Adjusted free cash flow - Predecessor Company
|
|
$
|
73.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined Adjusted Free Cash Flow
|
|
Six Months Ended
|
|
|
|
|
|
|
June 30, 2010
|
|
|
|
|
Adjusted free cash flow - Successor Company
|
|
$
|
247.9
|
|
|
|
|
|
Adjusted free cash flow - Predecessor Company
|
|
|
73.4
|
|
|
|
|
|
Combined adjusted free cash flow
|
|
$
|
321.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of debt - GAAP to net debt and net debt -
eliminating fair value discount (5) (6)
|
|
June 30, 2011
|
December 31, 2010
|
|
|
|
Debt - GAAP
|
|
$
|
2,597.0
|
|
$
|
2,737.2
|
|
|
|
|
Less: Cash and cash equivalents
|
|
|
(169.6
|
)
|
|
(127.9
|
)
|
|
|
|
Net debt
|
|
|
2,427.4
|
|
|
2,609.3
|
|
|
|
|
Fair value discount
|
|
|
76.2
|
|
|
91.0
|
|
|
|
|
Net debt - eliminating fair value discount
|
|
$
|
2,503.6
|
|
$
|
2,700.3
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Unaudited Condensed Consolidated Financial
Statements and Non-GAAP Measures - Schedule 8.
|
|
|
|
Note: These schedules are preliminary and subject to change pending
the Company's filing of its Form 10-Q.
|
|
DEX ONE CORPORATION
|
|
|
|
RECONCILIATION OF NON-GAAP MEASURES
(cont'd)
|
|
Schedule 6c
|
|
(unaudited)
|
|
|
|
|
|
|
|
Amounts in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Full Year 2011
|
|
Reconciliation of adjusted EBITDA outlook (midpoint) to
adjusted operating income outlook (midpoint) and operating loss -
GAAP outlook (midpoint)
|
|
Outlook
|
|
|
|
|
|
Adjusted EBITDA outlook (midpoint)
|
|
$
|
638
|
|
|
Less: depreciation and amortization
|
|
|
(236
|
)
|
|
Adjusted operating income outlook (midpoint)
|
|
|
402
|
|
|
Less: Stock-based compensation expense and long-term incentive
program
|
|
|
(7
|
)
|
|
Less: Goodwill impairment charge
|
|
|
(801
|
)
|
|
Operating loss - GAAP outlook (midpoint)
|
|
$
|
(406
|
)
|
|
|
|
|
|
|
|
|
|
Reconciliation of free cash flow outlook (midpoint) to cash
flow from
|
|
Full Year 2011
|
|
operations outlook - GAAP (midpoint)
|
|
Outlook
|
|
|
|
|
|
Free cash flow outlook (midpoint)
|
|
$
|
388
|
|
|
Plus: Additions to fixed assets and computer software
|
|
|
40
|
|
|
Cash flow from operations outlook - GAAP (midpoint)
|
|
$
|
428
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of debt - GAAP to net debt and net debt -
eliminating fair value discount (5) (6)
|
|
Outlook at December 31, 2011
|
|
Debt - GAAP
|
|
$
|
2,401
|
|
|
Less: Cash and cash equivalents
|
|
|
(113
|
)
|
|
Net debt
|
|
|
2,288
|
|
|
Fair value discount
|
|
|
62
|
|
|
Net debt - eliminating fair value discount
|
|
$
|
2,350
|
|
|
DEX ONE CORPORATION
|
|
Schedule 7
|
|
STATISTICAL MEASURES
|
|
|
|
CALCULATION OF ADVERTISING SALES AND BOOKINGS PERCENTAGE
CHANGE OVER PRIOR YEAR PERIODS
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts in millions, except percentages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Advertising Sales (7)
|
June 30, 2011
|
|
June 30, 2011
|
|
March 31, 2011
|
|
December 31, 2010
|
|
September 30, 2010
|
|
June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 Advertising sales
|
$ 733.3
|
|
$ 368.8
|
|
$ 364.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Advertising sales as previously disclosed
|
$ 895.1
|
|
441.9
|
|
453.2
|
|
$ 442.5
|
|
$ 333.4
|
|
$ 441.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments primarily related to changes in publication dates and
other factors
|
(26.2)
|
|
(10.0)
|
|
(16.2)
|
|
0.7
|
|
(21.3)
|
|
(10.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Advertising sales
|
$ 868.9
|
|
$ 431.9
|
|
$ 437.0
|
|
443.2
|
|
312.1
|
|
431.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Advertising sales as previously disclosed
|
|
|
|
|
|
|
487.8
|
|
419.9
|
|
522.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments primarily related to changes in publication dates and
other factors
|
|
|
|
|
|
|
24.9
|
|
(49.8)
|
|
(15.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Advertising sales
|
|
|
|
|
|
|
$ 512.7
|
|
$ 370.1
|
|
$ 507.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising sales percentage change over prior year periods
|
(15.6%)
|
|
(14.6%)
|
|
(16.6%)
|
|
(13.6%)
|
|
(15.7%)
|
|
(14.9%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Bookings (7)
|
June 30, 2011
|
|
June 30, 2011
|
|
March 31, 2011
|
|
December 31, 2010
|
|
September 30, 2010
|
|
June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bookings percentage change over prior year periods
|
(15.5%)
|
|
(15.0%)
|
|
(15.9%)
|
|
(15.8%)
|
|
(15.1%)
|
|
(14.8%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Unaudited Condensed Consolidated Financial
Statements and Non-GAAP Measures - Schedule 8.
|
|
|
|
|
|
Note: These schedules are preliminary and subject to change pending
the Company's filing of its Form 10-Q.
|
|
DEX ONE CORPORATION
|
Schedule 8
|
|
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS AND NON-GAAP MEASURES
|
|
|
|
|
|
(1)
|
Our advertising revenues are earned primarily from the sale of
advertising in yellow pages directories we publish. Advertising
revenues also include revenues from our Internet-based marketing
solutions including online directories, such as DexKnows.com and
DexNet. Advertising revenues are affected by several factors,
including changes in the quantity and size of advertisements,
acquisition of new clients, renewal rates of existing clients,
premium advertisements sold, changes in advertisement pricing, the
introduction of new marketing solutions, an increase in
competition and more fragmentation in the local business search
market and general economic factors. Revenues with respect to
print advertising and Internet-based marketing solutions that are
sold with print advertising are recognized under the deferral and
amortization method whereby revenues are initially deferred when a
directory is published, net of sales claims and allowances, and
recognized ratably over the directory’s life, which is typically
12 months. Revenues with respect to Internet-based marketing
solutions that are sold standalone, such as DexNet, are recognized
ratably over the life of the contract commencing when they are
first delivered or fulfilled. Revenues with respect to our
marketing solutions that are non-performance based are recognized
ratably over the life of the contract commencing when they are
first delivered or fulfilled. Revenues with respect to our
marketing solutions that are performance-based are recognized as
the service is delivered or fulfilled.
|
|
|
|
|
|
(2)
|
Based upon our announcement in May 2011 of the impending departure
of our Executive Vice President and Chief Financial Officer, the
continued decline in the trading value of our debt and equity
securities and revisions made to our long-term forecast, the
Company concluded there were indicators of impairment as of May
31, 2011. As a result, we performed impairment tests of our
goodwill, definite-lived intangible assets and other long-lived
assets as of May 31, 2011. The impairment testing results for
recoverability of our definite-lived intangible assets and other
long-lived assets indicated they were recoverable and thus no
impairment test was required as of May 31, 2011. Based upon the
testing results of our goodwill, we determined that the remaining
goodwill assigned to each of our reporting units was fully
impaired and thus recognized an aggregate goodwill impairment
charge of $801.1 million during the three and six months ended
June 30, 2011, which was recorded at each of our reporting units.
As of June 30, 2011, the Company has no recorded goodwill at any
of its reporting units. We have removed the goodwill impairment
charge from GAAP results for the three and six months ended June
30, 2011 to arrive at adjusted results.
|
|
|
During the three months ended June 30, 2010, the Company concluded
that there were indicators of impairment and as a result, we
performed impairment tests of our goodwill, definite-lived
intangible assets and other long-lived assets as of June 30, 2010.
The testing results of our definite-lived intangible assets and
other long-lived assets resulted in a non-goodwill intangible
asset impairment charge of $17.3 million during the three and five
months ended June 30, 2010 associated with trade names and
trademarks, technology, local customer relationships and other
from our former Business.com reporting unit. The Company also
recognized a goodwill impairment charge of $752.3 million during
the three and five months ended June 30, 2010 resulting from our
impairment testing, which was recorded at each of our reporting
units. The sum of the goodwill and non-goodwill intangible asset
impairment charges totaled $769.7 million for the three and five
months ended June 30, 2010. We have removed these impairment
charges from Adjusted and Combined Adjusted results for the three
and six months ended June 30, 2010.
|
|
|
|
|
|
(3)
|
On February 14, 2011, we completed the sale of substantially all net
assets of Business.com. As a result, we recognized a gain on sale of
these assets of $13.4 million during the six months ended June 30,
2011.
|
|
|
|
|
|
(4)
|
Reorganization items directly associated with the process of
reorganizing the business under Chapter 11 of the Bankruptcy Code
were recorded as a separate line item on the unaudited condensed
consolidated statement of operations. The Predecessor Company had
recorded $7.8 billion of reorganization items during the one month
ended January 31, 2010 associated with the gain on
reorganization/settlement of liabilities subject to compromise and
the impact of fresh start accounting adjustments.
|
|
|
|
|
|
(5)
|
In conjunction with our adoption of fresh start accounting, an
adjustment was established to record our outstanding debt at fair
value on the Fresh Start Reporting Date. The Company was required to
record our amended and restated credit facilities at a discount as a
result of their fair value on the Fresh Start Reporting Date.
Therefore, the carrying amount of these debt obligations is lower
than the principal amount due at maturity. This fair value
adjustment is amortized as an increase to interest expense over the
remaining term of the respective debt agreements and does not impact
future scheduled interest or principal payments. The unamortized
fair value adjustment resulting from fresh start accounting was
$76.2 million at June 30, 2011.
|
|
|
|
|
|
(6)
|
Net debt represents total debt less cash and cash equivalents on the
respective date. Net debt – eliminating fair value discount
eliminates the fair value discount as a result of fresh start
accounting described in Note 5 and represents principal amounts due
at maturity.
|
|
|
|
|
|
(7)
|
Advertising sales is a non-GAAP statistical measure and consists of
sales of advertising in print directories distributed during the
period and Internet-based marketing solutions with respect to which
such advertising first appeared publicly during the period.
|
|
|
In order to provide more visibility into what the Company will book
as revenue in the future, we present a non-GAAP statistical measure
called bookings, which represents sales activity associated with our
print directories and Internet-based marketing solutions during the
period. Bookings associated with our local customers represent
signed contracts during the period. Bookings associated with our
national customers represent what has been published or fulfilled
during the period. It is important to distinguish advertising sales
and bookings from net revenue, which is recognized under the
deferral and amortization method.
|
|
|
|
|
|
|
|
Note: These schedules are preliminary and subject to change pending
the Company's filing of its Form 10-Q.
|
