Business and Basis of Presentation | Business and Basis of Presentation Business Dex Media, Inc. (“Dex Media”, “we”, “our”, or the “Company”) is a leading provider of local marketing solutions to more than 400,000 business clients across the United States. Our approximately 1,600 sales employees work directly with our clients to provide multiple local marketing solutions to help our clients connect with their customers. Our local marketing solutions are primarily sold under various “Dex” and “Super” brands, including print yellow page directories, online local search engine websites, mobile local search applications, and placement of our client’s information and advertisements on major search engine websites, with which we are affiliated. Our local marketing solutions also include website development, search engine optimization, market analysis, video development and promotion, reputation management, social media marketing, and tracking/reporting of customer leads. Our print yellow page directories are co-branded with various local telephone service providers; including Verizon Communications Inc. (“Verizon”), AT&T Inc., CenturyLink, Inc., FairPoint Communications, Inc., and Frontier Communications Corporation. We operate as the authorized publisher of print yellow page directories in some of the markets where they provide telephone service, and we hold multiple agreements governing our relationship with each company, including publishing agreements, branding agreements, and non-competition agreements. Basis of Presentation The Company prepares its financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States. Pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal recurring items and accruals, necessary to fairly present the financial position, results of operations and cash flows of Dex Media and its subsidiaries. All inter-company transactions have been eliminated. The Company is managed as a single business segment. These unaudited interim financial statements, prepared in accordance with GAAP, do not contain all information and footnote disclosures normally included in audited annual financial statements and, as such, should be read in conjunction with the Dex Media Annual Report on Form 10-K for the year ended December 31, 2014. The results of operations for the nine months ended September 30, 2015 may not be indicative of results of operations for the 2015 fiscal year. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent liabilities at the date of the financial statements. Actual results could differ from those estimates. The accompanying consolidated financial statements included in this report have been prepared on a going-concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The ability of Dex Media to continue as a going concern is predicated upon, among other things, our success in our capital restructuring efforts. While we are committed to pursuing the various options to restructure our capital, there can be no assurance that the capital restructuring plans will be successfully completed; and therefore, there is uncertainty about our ability to realize our assets or satisfy our liabilities in the normal course of business. Our consolidated financial statements do not include any adjustments that might result from the resolution of this uncertainty. Capital Restructuring As announced by the Company on July 10, 2015, the Company retained financial advisors Moelis & Company LLC and Alvarez & Marsal North America, LLC and legal advisors Kirkland & Ellis LLP to advise management and the board of directors in their evaluation of the Company’s capital structure, among other things. As announced by the Company on September 30, 2015, certain of the Company’s lenders formed an Ad Hoc Group for the purposes of negotiating a restructuring of the Company’s senior secured credit facilities and have engaged in such negotiations with the Company. The Ad Hoc Group has retained Houlihan Lokey as the Group’s financial advisor and Milbank, Tweed, Hadley & McCloy as the Group’s legal advisor. In addition, effective October 12, 2015, the Company appointed Andrew D.J. Hede as Chief Restructuring Officer, pursuant to an agreement between the Company and Alvarez & Marsal North America, LLC. During the three and nine months ended September 30, 2015, the Company incurred $6 million of capital restructuring costs related to advisory fees. As of September 30, 2015, the Company has debt obligations with a carrying value of $2,298 million , and a par value of $2,439 million. Our debt obligations are comprised of four senior secured credit facilities with a carrying value of $2,037 million , and a par value of $2,178 million , and senior subordinated notes with a carrying and par value of $261 million . All of the senior secured credit facilities mature on December 31, 2016 and the senior subordinated notes mature on January 29, 2017. For each senior secured credit facility, we are required to maintain compliance with a consolidated leverage ratio covenant and a consolidated interest coverage ratio covenant (the “Financial Covenants”). In the event of a covenant default by one of the senior secured credit facilities, the lenders may declare the debt outstanding due and payable, and if demand is made, failure to satisfy such claims in full would in turn trigger a default under all of the other senior secured credit facilities. As of September 30, 2015, the Company was in compliance with all of the Financial Covenants associated with its senior secured credit facilities. Management also evaluated compliance with its Financial Covenants associated with its senior secured credit facilities for the remainder of 2015 and 2016, using management’s most recent financial forecast. Based on its evaluation, management believes there is a risk that the Company may not be in compliance with its Financial Covenants in the fourth quarter of 2015 and in 2016 for any or all of the senior secured credit facilities. Because the Company lacks the cash flow from operations to fully pay the senior secured credit facilities and senior subordinated notes, in the event of default or at maturity, the Company is seeking a restructuring, an amendment or refinancing of its debt, or if necessary, pursue additional debt or equity offerings, in advance of its debt becoming due. Among the alternatives, we are considering a restructuring through a “pre-packaged”, or “pre-negotiated”, or similar plan of reorganization under federal bankruptcy laws. The Company believes that any restructuring could result in (i) holders of the common stock of the Company receiving no value for their holdings; (ii) a substantial reduction in the principal amount and modification of the terms of the senior secured credit facilities and senior subordinated notes; and (iii) holders of the Company’s indebtedness receiving an equity interest in the Company. The Company and its advisors continue to work with representatives of the holders of both the senior secured credit facilities and the senior subordinated notes in this regard. If we are unable to achieve a “pre-packaged”, “pre-negotiated”, or similar plan of reorganization, it could be necessary that we file for reorganization under federal bankruptcy laws in any event. Any bankruptcy by or against us would subject us to various risks related to, including, among other things, (i) our ability to continue as a going concern; (ii) our ability to obtain the approval of the U.S. Bankruptcy Court (the “Bankruptcy Court”) with respect to motions in the bankruptcy proceedings and the outcomes of Bankruptcy Court rulings of the proceedings in general; (iii) the length of time of any bankruptcy; (iv) our ability to develop, consummate and implement a plan of reorganization with respect to any bankruptcy proceedings; and (v) risks associated with third-party motions and other pleadings in bankruptcy proceedings, which may interfere with our ability to formulate and implement a plan of reorganization. A restructuring consummated in a proceeding under federal bankruptcy laws could result in significant changes to the Company’s current debt and equity structure. Such a restructuring could result in the Company’s assets and liabilities being re-valued using “fresh start reporting” upon emergence from bankruptcy as required by ASC 852 “Reorganizations” . On October 30, 2015, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) by and among the Company, certain of the Company’s direct and indirect subsidiaries, JPMorgan Chase Bank, N.A. (“JPM”) as an agent under (i) the Amended and Restated Credit Agreement, dated as of April 30, 2013 (the “Dex East Credit Agreement”), by and among Dex Media East, Inc. (“DME”), as borrower, the Company, Dex Media Holdings, Inc. (“Holdings”), JPM, as administrative agent and collateral agent, and each of the lenders from time to time party thereto; (ii) the Amended and Restated Credit Agreement, dated as of April 30, 2013 (the “Dex West Credit Agreement”), among Dex Media West, Inc.(“DMW”), as borrower, the Company, Holdings, JPM, as administrative agent and collateral agent, and each of the lenders from time to time party thereto; and (iii) the Amended and Restated Loan Agreement, dated as of April 30, 2013 (the “SuperMedia Credit Agreement”), by and among SuperMedia, Inc. (“SuperMedia”), as borrower, the Company, JPM, as administrative agent and collateral agent, and each of the lenders from time to time party thereto; Deutsche Bank Trust Company Americas (“DB”) as an agent under the Fourth Amended and Restated Credit Agreement, dated as of April 30, 2013 (the “RHD Credit Agreement”) and, collectively with the Dex East Credit Agreement, the Dex West Credit Agreement and the SuperMedia Credit Agreement, (the “Credit Agreements” or “senior secured credit facilities”), by and among R.H. Donnelley Inc. (“RHD”), as borrower, the Company, DB, as administrative agent and collateral agent (in its capacity as such and, collectively with JPM in its capacity as administrative agent and collateral agent under the Dex East Credit Agreement, the Dex West Credit Agreement, the Super Media Credit Agreement and as the shared collateral agent, (the “Agents”) and each of the lenders from time to time party thereto; and each lender under the Credit Agreements executing the Forbearance Agreement (the “Subject Lenders”). Pursuant to the terms of the Forbearance Agreement, the Agents and Subject Lenders have agreed that they will forbear, during the Forbearance Period (as defined below), from exercising rights and remedies (including enforcement and collection actions) with respect to or arising out of the events of default that occurred as a result of the borrowers under the Credit Agreements (i) potentially failing to comply with the maximum leverage and interest coverage ratios under the Credit Agreements for the fiscal quarter ended September 30, 2015 (the “Potential Financial Covenant Default”) and (ii) the Company failing to satisfy its obligation to make an interest payment on September 30, 2015 related to the notes (the “Subordinated Notes” or “senior subordinated notes”) issued under the Indenture (the “Indenture”), dated January 29, 2010, by and between the Company’s predecessor, R.H. Donnelley Corporation and The Bank of New York Mellon, as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of April 30, 2013, between the Company and the Trustee (the “Payment Default” and, together with the Potential Financial Covenant Default, the “Specified Events of Default”). The forbearance period (the “Forbearance Period”) under the Forbearance Agreement will expire on the earliest to occur of (i) any representation or warranty made by or on behalf of the Company in or in connection with the Forbearance Agreement or in any certificate furnished to or in connection with the Forbearance Agreement or the Credit Agreements and related agreements shall prove to have been incorrect in any material respect (or in any respect to the extent such representation or warranty is qualified by materiality) when made or deemed made; (ii) a failure by the Company to perform or comply with any covenant or term of the Forbearance Agreement; (iii) receipt by either of the Agents from the Company of a payment notice with respect to the Subordinated Notes; (iv) the making of payment of principal or interest, or certain fees with respect to the Subordinated Notes; (v) receipt by the Company (and expiration of four business days thereafter) of a notice of termination from the Agents under the Credit Agreements based upon the Trustee or any holders of the Subordinated Notes directly or indirectly exercising any of their remedies, including any acceleration of the indebtedness under the Subordinated Notes; (vi) upon two business days after the date the Company receives a notice of termination from the Agents as a result of the Trustee or any holders of the Subordinated Notes commencing foreclosure proceedings or commencing a seizure of the Company’s assets; (vii) any event of default under the Credit Agreements other than the Specified Events of Default, shall occur and be continuing; and (viii) 11:59 p.m. (New York time) on November 23, 2015. In the Forbearance Agreement, the Company agreed to provide the Agents’ and Subject Lenders’ advisors reasonable access to the Company’s officers, facilities and books and records and otherwise reasonably cooperate in connection with the Agents’ and Subject Lenders’ due diligence investigations. The Company also agreed to make its officers available to discuss the Company’s business and operations with the Agents’ and Subject Lenders’ advisors. As a condition to the effectiveness of the Forbearance Agreement, the Company paid the reasonable and documented fees of the Agents. In connection with entering into the Forbearance Agreement, the Company received a term sheet (the “Term Sheet”) and accompanying Restructuring Support Agreement (“RSA”) from the steering committee of the ad hoc group of the Subject Lenders (the “Steering Committee”) that hold over 50% of claims arising out of or related to each of the Credit Agreements, which incorporated the material terms of a global restructuring plan to restructure the Company’s balance sheet. The Company and its advisors are currently engaged in productive negotiations with the Steering Committee and their advisors regarding the RSA and Term Sheet, with a goal of agreeing on the material terms of a consensual restructuring between and among the Company, the Agents, and the Subject Lenders. The Company elected not to make the semi-annual interest payment due on September 30, 2015 on its senior subordinated notes. Because such default was not cured for a period of 30 days , this nonpayment constitutes an event of default, and as a result, the Trustee, at the request of the holders of a majority in aggregate outstanding principal amount of the senior subordinated notes, has declared the senior subordinated notes to be immediately due and payable on November 2, 2015. This action by the Trustee triggered cross-defaults under the Credit Agreements. As a result of such cross-defaults, the obligations under each of the Credit Agreements could be accelerated and declared immediately due and payable under the terms of the Credit Agreements. On November 4, 2015, the Agents delivered notice of their election to effect a 179 -day payment blockage with respect to the senior subordinated notes pursuant to the terms of the Indenture. Due to these cross-defaults and the risk that the Company may not be in compliance with its Financial Covenants in the fourth quarter of 2015 and in 2016 for any or all of the senior secured credit facilities, the Company’s total outstanding debt of $2,298 million has been classified as current maturities of long-term debt in the accompanying balance sheet at September 30, 2015. Additionally, the Company reclassified its related debt issuance costs to prepaid expenses and other, and the deferred tax assets and liabilities associated with our debt obligations from non-current to current on our consolidated balance sheet as of September 30, 2015. For additional information on our outstanding debt obligations, see Note 7 - Debt Obligations. Notice of Deficiency from Nasdaq Our common stock is traded on The Nasdaq Stock Market LLC (“Nasdaq”). On June 30, 2015, the Company received a deficiency notice from Nasdaq stating that for the last 30 days the Company had not met the $15 million minimum market value of publicly held shares continued listing standard (the “Minimum Market Value Requirement”), as required by Nasdaq Listing Rule 5450(b)(3)(C). As provided in the Nasdaq rules, the Company has 180 calendar days, or until December 28, 2015 to regain compliance. In order to regain compliance, the Company’s market value of publicly held shares must be $15 million or more for a minimum of ten consecutive days at any time prior to December 28, 2015. On August 6, 2015, the Company received a deficiency notice from Nasdaq stating that for the last 30 consecutive days the Company’s common stock did not maintain a minimum closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”), as required by Nasdaq Listing Rule 5450(a)(1). As provided in the Nasdaq rules, the Company has 180 calendar days, or until February 2, 2016, to regain compliance. In order to regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days at any time during this compliance period. If the Company does not regain compliance with the Minimum Bid Price Requirement by February 2, 2016, the Company may be afforded a second 180 calendar day period to regain compliance if, on February 2, 2016, the Company meets the continued listing requirement for market value of publicly held shares and all other initial Nasdaq listing standards, with the exception of the Minimum Bid Price Requirement. In that event the Company would need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the Company fails to regain compliance with the Minimum Market Value Requirement and/or the Minimum Bid Price Requirement, as applicable, during the applicable compliance periods, the Company’s common stock will be subject to delisting by Nasdaq. The notifications of noncompliance have no immediate effect on the listing of the Company’s common stock on The Global Select Market under the symbol “DXM”. Recent Accounting Pronouncements In June 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-10, ” Technical Corrections and Improvements, " ("ASU 2015-10"). ASU 2015-10 covers a wide range of topics in the FASB Accounting Standards Codification (the "Codification"). The amendments in this update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost on most entities. Amendments that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including the adoption in an interim period. All other amendments in this update were effective June 2015. The Company does not anticipate that the adoption of this accounting guidance will have a material impact on its financial statements. In May 2015, FASB issued ASU No. 2015-08, "Business Combinations (Topic 805): Pushdown Accounting," ("ASU 2015-08"). ASU 2015-08 amends various SEC paragraphs pursuant to the issuance of Staff Accounting Bulletin No. 115. ASU 2015-08 provides guidance for the measurement of certain transfers between entities under common control in the separate financial statements of each entity. The amendments in ASU 2015-08 became effective immediately. The adoption of this accounting guidance did not have a material impact on the Company's financial statements. In May 2015, the FASB issued ASU No. 2015-07, "Fair Value Measurements (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent)," ("ASU 2015-07"). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. ASU 2015-07 also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using the practical expedient. The amendments in ASU 2015-07 are effective for public business entities retrospectively for fiscal years beginning after December 15, 2015, and for interim periods within those years. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and related disclosures. In April 2015, the FASB issued ASU No. 2015-04, "Compensation - Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets," ("ASU 2015-04"). ASU 2015-04 provides the use of a practical expedient that permits the entity to measure defined benefit plans assets and obligations using the month-end that is closest to the entity's fiscal year-end and apply that practical expedient consistently from year to year. Further, if a contribution or significant event occurs between the month-end date used to measure defined benefit plan asset and obligations and an entity's fiscal year-end, the entity should adjust the measurement of defined plan assets and obligations to reflect those contributions or significant events. However, an entity should not adjust the measurement of defined benefit plan asset and obligations for other events that occur between the month-end measurement and the entity's fiscal year-end that are not caused by the entity. The amendments in ASU 2015-04 are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on its financial statements. In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs," ("ASU 2015-03"). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03. The amendments in ASU 2015-03 are effective retrospectively for fiscal years beginning after December 15, 2015, and for interim periods within those years. Early adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on its financial statements. In January 2015, the FASB issued ASU 2015-01, "Income Statement-Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items," ("ASU 2015-01"). ASU 2015-01 eliminates from GAAP the concept of extraordinary items. Eliminating the concept of extraordinary items will save time and reduce costs for preparers because they will not have to assess whether a particular event or transaction event is extraordinary, even if they ultimately would conclude it is not. The presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The amendments in ASU 2015-01 are effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. A reporting entity also may apply the amendments retrospectively to all periods presented in the financial statements. Early adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on its financial statements. In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” (“ASU 2014-15”). ASU 2014-15 will require management for each annual and interim reporting period to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and related disclosures. In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on its financial statements. In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," ("ASU 2014-09"). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and related disclosures. |