UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 20, 2013
DEX MEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
1-35895 |
|
20-5095175 |
(State of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer |
2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261
(Address of Principal Executive Offices)
(972) 453-7000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
As previously disclosed, on March 18, 2013, SuperMedia Inc. (SuperMedia) and all of its domestic subsidiaries (collectively, the SuperMedia Debtors), and Dex One Corporation (Dex One) and all of its subsidiaries (collectively, the Dex One Debtors) filed voluntary bankruptcy petitions in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) for reorganization relief under the provisions of chapter 11 of title 11 of the United States Code.
On April 29, 2013, the Bankruptcy Court entered separate orders confirming the prepackaged plans of reorganization of SuperMedia and Dex One. On April 30, 2013, pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of December 5, 2013, by and between SuperMedia, Dex One, Newdex, Inc. (Newdex), and Spruce Acquisition Sub, Inc. (Spruce), (i) Dex One merged with and into Newdex, with Newdex surviving and changing its name to Dex Media, Inc. (Dex Media), and (ii) SuperMedia merged with and into Spruce, with SuperMedia surviving as a wholly owned subsidiary of Dex Media. Also on April 30, 2013, the Dex One Debtors, including Dex Media, and the SuperMedia Debtors emerged from Chapter 11 protection.
On May 20, 2013, the reorganized Dex One Debtors and the reorganized SuperMedia Debtors filed monthly operating reports in their respective Chapter 11 proceedings (collectively, the Monthly Operating Reports) for the period beginning on the April 1, 2013 and ending on April 30, 2013, with the Bankruptcy Court. The Monthly Operating Reports are limited in scope, cover a limited time period and have been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee of the District of Delaware and the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent accountants, have not been presented in accordance with accounting principles generally accepted in the United States of America (GAAP), are in a format prescribed by applicable bankruptcy laws and regulations and are subject to future adjustment and reconciliation. The Monthly Operating Reports do not include all of the adjustments, information and footnotes required by GAAP. Therefore, the Monthly Operating Reports do not necessarily contain all information required in filings pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in Dex Medias securities, the Monthly Operating Reports are complete, and the Monthly Operating Reports may be subject to revision. Results set forth in the Monthly Operating Reports should not be viewed as indicative of future results. Dex Media cautions readers not to place undue reliance upon the Monthly Operating Reports.
The information furnished in this Current Report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1 and Exhibit 99.2, is summary information that is intended to be considered in the context of Dex Medias filings with the Securities and Exchange Commission and other public announcements that Dex Media may make, by press release or otherwise, from time to time. Dex Media disclaims any current intention to revise or update the information furnished in this Current Report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1 and Exhibit 99.2, although Dex Media may do so from time to time as its management believes is warranted.
The Dex One Monthly Operating Report is attached hereto as Exhibit 99.1 and incorporated herein by reference, and the SuperMedia Monthly Operating Report is attached hereto as Exhibit 99.2 and incorporated herein by reference. This Current Report on Form 8-K (including the exhibits hereto or any information included therein) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD.
The information contained in this Current Report on Form 8-K, including the information contained in Exhibit 99.1 and Exhibit 99.2, shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Dex One Monthly Operating Report, filed May 20, 2013. |
|
|
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99.2 |
|
SuperMedia Monthly Operating Report, filed May 20, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
DEX MEDIA, INC. | ||
|
|
| |
|
|
| |
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By: |
/s/ Cody Wilbanks | |
|
|
Name: |
Cody Wilbanks |
|
|
Title: |
Executive Vice President, |
|
|
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General Counsel and Secretary |
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|
| |
Date: May 20, 2013 |
|
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Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re Dex One Corporation, et. al. |
|
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Case No. 13-10533 (KG) |
Debtors |
|
|
Reporting Period: April 1, 2013-April 30, 2013 |
MONTHLY OPERATING REPORT
File with Court and submit copy to United States Trustee within 20 days after end of month.
Submit copy of report to any official committee appointed in the case.
REQUIRED DOCUMENTS |
|
Form No. |
|
Document |
|
Explanation |
|
Affidavit/Supplement |
|
Schedule of Cash Receipts and Disbursements |
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MOR-1 |
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Yes |
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N/A |
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N/A |
|
Bank Reconciliation (or copies of debtors bank reconciliations) |
|
MOR-1a |
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Yes |
|
N/A |
|
N/A |
|
Schedule of Professional Fees Paid |
|
MOR-1b |
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Yes |
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N/A |
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N/A |
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Copies of bank statements |
|
|
|
N/A |
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N/A |
|
N/A |
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Cash disbursements journals |
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|
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N/A |
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N/A |
|
N/A |
|
Statement of Operations |
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MOR-2 |
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Yes |
|
N/A |
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N/A |
|
Balance Sheet |
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MOR-3 |
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Yes |
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N/A |
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N/A |
|
Status of Postpetition Taxes |
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MOR-4 |
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Yes |
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N/A |
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N/A |
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Copies of IRS Form 6123 or payment receipt |
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|
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N/A |
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N/A |
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N/A |
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Copies of tax returns filed during reporting period |
|
|
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N/A |
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N/A |
|
N/A |
|
Summary of Unpaid Postpetition Debts |
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MOR-4 |
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Yes |
|
N/A |
|
N/A |
|
Listing of aged accounts payable |
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MOR-4 |
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Yes |
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N/A |
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N/A |
|
Accounts Receivable Reconciliation and Aging |
|
MOR-5 |
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Yes |
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N/A |
|
N/A |
|
Debtor Questionnaire |
|
MOR-5 |
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Yes |
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N/A |
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N/A |
|
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
/s/ Clifford E. Wilson |
|
May 17, 2013 |
Signature of Debtor |
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Date |
|
|
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Signature of Joint Debtor |
|
Date |
/s/ Clifford E. Wilson |
|
May 17, 2013 |
Signature of Authorized Individual* |
|
Date |
Clifford E. Wilson |
|
Vice-President and Assistant Treasure |
Printed Name of Authorized Individual |
|
Title of Authorized Individual |
*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.
Schedule of Cash Receipts and Disbursements
Dex One Corporation and Subsidiaries
Schedule of Cash Receipts and Disbursements
April 2013
$ in thousands |
|
Dex One |
|
R.H. |
|
R.H. |
|
Dex Media |
|
Dex Media |
|
Dex Media, |
|
Dex Media |
|
Dex One |
|
Dex One |
|
R.H. |
|
Newdex, |
|
Spruce |
|
TOTAL |
|
Account Number |
|
111-13-10533 |
|
111-13-10540 |
|
111-13-10541 |
|
111-13-10535 |
|
111-13-10536 |
|
111-13-10534 |
|
111-13-10537 |
|
111-13-10538 |
|
111-13-10539 |
|
111-13-10542 |
|
111-13-10543 |
|
111-13-10544 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receipts |
|
|
|
35,178 |
|
|
|
21,976 |
|
24,349 |
|
|
|
|
|
1,226 |
|
|
|
|
|
|
|
|
|
82,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disbursements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade Payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35,614 |
) |
|
|
|
|
|
|
(35,614 |
) |
Payroll and Employee Costs |
|
|
|
(535 |
) |
|
|
(296 |
) |
(409 |
) |
|
|
|
|
|
|
(18,590 |
) |
|
|
|
|
|
|
(19,830 |
) |
Interest Expense - Notes |
|
(7,690 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,690 |
) |
Interest Expense - Term Loans |
|
|
|
(8,027 |
) |
|
|
(1,644 |
) |
(4,180 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,851 |
) |
Interest Expense - Swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan Repayments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany Transfers |
|
|
|
(23,848 |
) |
|
|
(10,461 |
) |
(17,173 |
) |
4 |
|
|
|
(1,128 |
) |
52,606 |
|
|
|
|
|
|
|
|
|
Intercompany Dividends |
|
7,690 |
|
(2,845 |
) |
|
|
(2,077 |
) |
(2,768 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Disbursements |
|
|
|
(35,255 |
) |
|
|
(14,478 |
) |
(24,530 |
) |
4 |
|
|
|
(1,128 |
) |
(1,598 |
) |
|
|
|
|
|
|
(76,985 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase / (Decrease) |
|
|
|
(77 |
) |
|
|
7,498 |
|
(181 |
) |
4 |
|
|
|
98 |
|
(1,598 |
) |
|
|
|
|
|
|
5,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at beginning of period |
|
3,421 |
|
30,167 |
|
|
|
46,338 |
|
52,713 |
|
108 |
|
|
|
326 |
|
5,531 |
|
|
|
|
|
|
|
138,604 |
|
Cash at end of period |
|
3,421 |
|
30,090 |
|
|
|
53,836 |
|
52,532 |
|
112 |
|
|
|
424 |
|
3,933 |
|
|
|
|
|
|
|
144,348 |
|
Bank Reconciliations
Dex One
Bank Account Reconciliations
|
|
|
|
|
|
|
|
|
|
|
| |
Bank Name |
|
Account Number |
|
Account Holder |
|
Account Type |
|
G/L Account |
|
Book Balance |
| |
Deutsche Bank |
|
XXXX5455 |
|
Dex One Corporation |
|
Concentration |
|
300-10100 |
|
$ |
3,420,932.43 |
|
JP Morgan Chase Bank |
|
XXXX9886 |
|
Dex One Corporation |
|
Investment |
| |||||
Deutsche Bank |
|
XXXX5463 |
|
R.H. Donnelley Inc. |
|
Concentration |
|
200-10100 |
|
$ |
293,433.97 |
|
JP Morgan Chase Bank |
|
XXXX9894 |
|
R.H. Donnelley Inc. |
|
Investment |
| |||||
Deutsche Bank |
|
XXXX7137 |
|
R.H. Donnelley APIL, Inc. |
|
Concentration |
|
226-10100 |
|
$ |
|
|
Deutsche Bank |
|
XXXX600.1 |
|
R.H. Donnelley Inc. |
|
LOC Collateral |
|
200-17010 |
|
$ |
550,930.79 |
|
Deutsche Bank |
|
XXXX601.1 |
|
Dex Media East, Inc. |
|
LOC Collateral |
|
130-17010 |
|
$ |
326,176.06 |
|
Deutsche Bank |
|
XXXX602.1 |
|
Dex Media West, Inc. |
|
LOC Collateral |
|
140-17010 |
|
$ |
361,301.81 |
|
Deutsche Bank |
|
XXXX624.1 |
|
Dex One Digital, Inc. |
|
LOC Collateral |
|
470-17010 |
|
$ |
264,537.22 |
|
Deutsche Bank |
|
XXXX186.1 |
|
Dex One Service, Inc. |
|
LOC Collateral |
|
810-17010 |
|
$ |
819,563.76 |
|
JP Morgan Chase Bank |
|
XXXX9218 |
|
R.H. Donnelley Inc. |
|
Disbursement |
|
200-10420 |
|
$ |
104,765.63 |
|
JP Morgan Chase Bank |
|
XXXX7794 |
|
R.H. Donnelley Inc. |
|
Receipts |
|
200-13250 |
|
$ |
279,025.05 |
|
JP Morgan Chase Bank |
|
XXXX7786 |
|
R.H. Donnelley Inc. |
|
Receipts |
|
200-13320 |
|
$ |
977,319.66 |
|
JP Morgan Chase Bank |
|
XXXX7802 |
|
R.H. Donnelley Inc. |
|
Receipts |
|
200-10200 |
|
$ |
29,796,389.82 |
|
JP Morgan Chase Bank |
|
XXXX3941 |
|
Dex Media West, Inc. |
|
Concentration |
|
140-10100 |
|
$ |
52,528,667.60 |
|
JP Morgan Chase Bank |
|
XXXX9292 |
|
Dex Media West, Inc. |
|
Investment |
| |||||
JP Morgan Chase Bank |
|
XXXX7569 |
|
Dex Media West, Inc. |
|
Receipts |
|
140-13250 |
|
$ |
191,921.94 |
|
JP Morgan Chase Bank |
|
XXXX7877 |
|
Dex Media West, Inc. |
|
Receipts |
|
140-13320 |
|
$ |
565,682.52 |
|
JP Morgan Chase Bank |
|
XXXX7869 |
|
Dex Media West, Inc. |
|
Receipts |
|
140-10200 |
|
$ |
3,519.07 |
|
JP Morgan Chase Bank |
|
XXXX3968 |
|
Dex Media East, Inc. |
|
Concentration |
|
130-10100 |
|
$ |
53,900,625.79 |
|
JP Morgan Chase Bank |
|
XXXX9284 |
|
Dex Media East, Inc. |
|
Investment |
|
|
| |||
JP Morgan Chase Bank |
|
XXXX7551 |
|
Dex Media East, Inc. |
|
Receipts |
|
130-13250 |
|
$ |
265,456.43 |
|
JP Morgan Chase Bank |
|
XXXX7844 |
|
Dex Media East, Inc. |
|
Receipts |
|
130-13320 |
|
$ |
507,510.29 |
|
JP Morgan Chase Bank |
|
XXXX7851 |
|
Dex Media East, Inc. |
|
Receipts |
|
130-10200 |
|
$ |
(63,655.11 |
) |
JP Morgan Chase Bank |
|
XXXX0286 |
|
Dex One Corporation |
|
Disbursement |
|
810-20610 |
|
$ |
40,414.70 |
|
JP Morgan Chase Bank |
|
XXXX4514 |
|
Dex Media Service LLC |
|
Concentration |
|
110-10100 |
|
$ |
|
|
JP Morgan Chase Bank |
|
XXXX3933 |
|
Dex Media Inc. |
|
Concentration |
|
120-10100 |
|
$ |
112,273.27 |
|
JP Morgan Chase Bank |
|
XXXX7828 |
|
Dex One Digital, Inc. |
|
Receipts |
|
470-13250 |
|
$ |
933.92 |
|
JP Morgan Chase Bank |
|
XXXX8554 |
|
Dex One Digital, Inc. |
|
Receipts |
| |||||
JP Morgan Chase Bank |
|
XXXX7836 |
|
Dex One Digital, Inc. |
|
Receipts |
|
470-13320 |
|
$ |
26,725.33 |
|
JP Morgan Chase Bank |
|
XXXX8562 |
|
Dex One Digital, Inc. |
|
Receipts |
|
| ||||
JP Morgan Chase Bank |
|
XXXX7810 |
|
Dex One Digital, Inc. |
|
Receipts |
|
470-10200 |
|
$ |
196,352.61 |
|
JP Morgan Chase Bank |
|
XXXX3857 |
|
Dex One Service, Inc. |
|
Disbursement |
|
810-20600 |
|
$ |
509,887.45 |
|
Silicon Valley Bank |
|
XXXX2623 |
|
Dex One Digital, Inc. |
|
Concentration |
|
470-10100 |
|
$ |
227,338.64 |
|
Silicon Valley Bank |
|
XXXX1574 |
|
Dex One Digital, Inc. |
|
Investment |
|
| ||||
Deutsche Bank |
|
XXXX2353 |
|
Dex One Digital, Inc. |
|
Concentration |
|
| ||||
US Bank |
|
XXXX2226 |
|
Dex One Service, Inc. |
|
Concentration |
|
810-10100 |
|
$ |
3,868,615.43 |
|
US Bank |
|
XXXX1475 |
|
Dex One Service, Inc. |
|
Disbursement |
|
| ||||
US Bank |
|
XXXX1850 |
|
Dex One Service, Inc. |
|
Controlled Disbursement |
|
810-10300 |
|
$ |
120.23 |
|
US Bank |
|
XXXX8958 |
|
Dex One Service, Inc. |
|
Disbursement |
|
| ||||
US Bank |
|
XXXX7151 |
|
Dex One Service, Inc. |
|
Disbursement |
|
810-10310 |
|
$ |
63,980.64 |
|
US Bank |
|
XXXX1868 |
|
Dex One Service, Inc. |
|
Controlled Disbursement |
|
810-10400 |
|
$ |
|
|
US Bank |
|
XXXX8941 |
|
Dex One Service, Inc. |
|
Disbursement |
|
| ||||
US Bank |
|
XXXX2234 |
|
Dex One Service, Inc. |
|
Disbursement |
|
810-20114 |
|
$ |
|
|
Schedule of Professional Fees and Expenses Paid
None paid postpetition.
Statement of Operations
|
|
Consolidated |
|
RHD Inc |
|
APIL |
|
RHD |
|
RHDInc |
|
Dex Media |
|
Dex Media |
|
Dex |
|
Dex Media East |
|
Dex Media |
|
Dex Holdings |
|
Dex One |
|
Dex One |
|
RHD Corp |
|
Consolidated |
|
Gross Revenue |
|
98,544,435 |
|
40,880,541 |
|
|
|
|
|
40,880,541 |
|
|
|
|
|
|
|
26,331,298 |
|
29,588,053 |
|
55,919,351 |
|
1,744,544 |
|
|
|
|
|
|
|
Claims |
|
(799,563 |
) |
(354,746 |
) |
|
|
|
|
(354,746 |
) |
|
|
|
|
|
|
(268,741 |
) |
(266,622 |
) |
(535,363 |
) |
90,545 |
|
|
|
|
|
|
|
Net Revenue |
|
97,744,872 |
|
40,525,795 |
|
|
|
|
|
40,525,795 |
|
|
|
|
|
|
|
26,062,557 |
|
29,321,432 |
|
55,383,988 |
|
1,835,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
Digital Product Costs |
|
10,274,574 |
|
9,835,167 |
|
|
|
|
|
9,835,167 |
|
|
|
|
|
|
|
796,443 |
|
(357,036 |
) |
439,408 |
|
|
|
|
|
|
|
|
|
Print Product Costs |
|
10,889,403 |
|
4,978,985 |
|
|
|
|
|
4,978,985 |
|
|
|
|
|
|
|
2,623,585 |
|
3,286,833 |
|
5,910,418 |
|
|
|
|
|
|
|
|
|
Services Product Costs |
|
1,193,120 |
|
493,412 |
|
|
|
|
|
493,412 |
|
|
|
|
|
|
|
325,829 |
|
373,879 |
|
699,708 |
|
|
|
|
|
|
|
|
|
Bad Debt |
|
2,110,114 |
|
1,451,580 |
|
|
|
|
|
1,451,580 |
|
|
|
|
|
|
|
344,893 |
|
390,151 |
|
735,044 |
|
(76,510 |
) |
|
|
|
|
|
|
Commissions |
|
5,760,014 |
|
2,433,511 |
|
|
|
|
|
2,433,511 |
|
|
|
|
|
|
|
1,440,296 |
|
1,563,739 |
|
3,004,036 |
|
322,467 |
|
|
|
|
|
|
|
Call Tracking Costs |
|
314,463 |
|
355,198 |
|
|
|
|
|
355,198 |
|
|
|
|
|
|
|
121,201 |
|
(161,937 |
) |
(40,736 |
) |
|
|
|
|
|
|
|
|
Advertising |
|
778,439 |
|
306,913 |
|
|
|
|
|
306,913 |
|
|
|
|
|
|
|
224,124 |
|
247,402 |
|
471,526 |
|
|
|
0 |
|
|
|
|
|
Compensation |
|
13,838,439 |
|
5,925,511 |
|
|
|
|
|
5,925,511 |
|
|
|
|
|
|
|
3,524,265 |
|
3,733,350 |
|
7,257,616 |
|
1,497 |
|
(0 |
) |
653,816 |
|
|
|
Benefits |
|
1,768,768 |
|
693,116 |
|
|
|
|
|
693,116 |
|
|
|
|
|
|
|
524,216 |
|
535,136 |
|
1,059,352 |
|
|
|
0 |
|
16,299 |
|
|
|
Payroll Tax |
|
1,304,535 |
|
537,928 |
|
|
|
|
|
537,928 |
|
|
|
|
|
|
|
341,750 |
|
412,055 |
|
753,805 |
|
|
|
0 |
|
12,802 |
|
|
|
Relocation & Recruiting |
|
214,091 |
|
89,192 |
|
|
|
|
|
89,192 |
|
|
|
|
|
|
|
60,986 |
|
63,912 |
|
124,899 |
|
|
|
|
|
|
|
|
|
Welfare & Recognition |
|
209,705 |
|
90,455 |
|
|
|
|
|
90,455 |
|
|
|
|
|
|
|
54,956 |
|
50,936 |
|
105,892 |
|
|
|
0 |
|
13,357 |
|
|
|
Training Expense |
|
17,761 |
|
12,388 |
|
|
|
|
|
12,388 |
|
|
|
|
|
|
|
3,118 |
|
2,254 |
|
5,373 |
|
|
|
(0 |
) |
|
|
|
|
Travel and Entertainment |
|
1,188,319 |
|
465,267 |
|
|
|
|
|
465,267 |
|
|
|
|
|
|
|
294,006 |
|
358,452 |
|
652,458 |
|
|
|
(0 |
) |
70,594 |
|
|
|
Meetings |
|
58,465 |
|
14,810 |
|
|
|
|
|
14,810 |
|
|
|
|
|
|
|
21,754 |
|
21,901 |
|
43,656 |
|
|
|
(0 |
) |
|
|
|
|
Outside Contract Services |
|
2,654,019 |
|
1,075,444 |
|
|
|
|
|
1,075,444 |
|
|
|
|
|
|
|
708,219 |
|
839,371 |
|
1,547,589 |
|
|
|
0 |
|
30,986 |
|
|
|
Professional Fees |
|
5,049,558 |
|
2,018,724 |
|
|
|
|
|
2,018,724 |
|
|
|
|
|
|
|
1,330,872 |
|
1,574,473 |
|
2,905,345 |
|
|
|
(0 |
) |
125,490 |
|
|
|
BankFees |
|
415,491 |
|
163,479 |
|
|
|
|
|
163,479 |
|
|
|
|
|
|
|
116,635 |
|
134,376 |
|
251,011 |
|
1,000 |
|
|
|
|
|
|
|
Legal Fees |
|
295,302 |
|
121,074 |
|
|
|
|
|
121,074 |
|
|
|
|
|
|
|
79,732 |
|
94,497 |
|
174,228 |
|
|
|
|
|
|
|
|
|
Insurance Expense |
|
248,259 |
|
52,379 |
|
|
|
|
|
52,379 |
|
|
|
|
|
|
|
34,493 |
|
40,881 |
|
75,375 |
|
|
|
|
|
120,505 |
|
|
|
Sales Expense |
|
70,017 |
|
28,598 |
|
|
|
|
|
28,598 |
|
|
|
|
|
|
|
18,558 |
|
22,862 |
|
41,420 |
|
|
|
0 |
|
|
|
|
|
Rent |
|
1,375,712 |
|
628,093 |
|
|
|
|
|
628,093 |
|
|
|
|
|
|
|
348,531 |
|
399,089 |
|
747,619 |
|
|
|
(0 |
) |
|
|
|
|
Utilities |
|
1,078,900 |
|
436,962 |
|
|
|
|
|
436,962 |
|
|
|
|
|
|
|
312,811 |
|
321,888 |
|
634,699 |
|
8,826 |
|
0 |
|
(1,588 |
) |
|
|
Equipment |
|
256,144 |
|
119,364 |
|
|
|
|
|
119,364 |
|
|
|
|
|
|
|
64,251 |
|
71,148 |
|
135,399 |
|
|
|
(0 |
) |
1,381 |
|
|
|
Building Services |
|
85,594 |
|
52,581 |
|
|
|
|
|
52,581 |
|
|
|
|
|
|
|
15,278 |
|
17,735 |
|
33,013 |
|
|
|
|
|
|
|
|
|
Office Supplies |
|
427,083 |
|
184,639 |
|
|
|
|
|
184,639 |
|
|
|
|
|
|
|
114,314 |
|
126,590 |
|
240,904 |
|
116 |
|
(0 |
) |
1,424 |
|
|
|
State & Local Tax |
|
371,319 |
|
89,328 |
|
|
|
|
|
89,328 |
|
3 |
|
|
|
|
|
28,836 |
|
234,553 |
|
263,392 |
|
21 |
|
0 |
|
18,578 |
|
|
|
Other Corporate Expense |
|
407,166 |
|
168,963 |
|
|
|
|
|
168,963 |
|
|
|
|
|
|
|
103,882 |
|
124,037 |
|
227,919 |
|
5 |
|
0 |
|
10,279 |
|
|
|
Software |
|
1,262,749 |
|
516,178 |
|
|
|
|
|
516,178 |
|
|
|
|
|
|
|
340,771 |
|
404,273 |
|
745,044 |
|
|
|
(0 |
) |
1,526 |
|
|
|
Software Capitalization |
|
(1,517,460 |
) |
(622,159 |
) |
|
|
|
|
(622,159 |
) |
|
|
|
|
|
|
(409,714 |
) |
(485,587 |
) |
(895,301 |
) |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expense |
|
62,400,061 |
|
32,717,082 |
|
|
|
|
|
32,717,082 |
|
3 |
|
|
|
|
|
13,908,892 |
|
14,441,215 |
|
28,350,109 |
|
257,422 |
|
0 |
|
1,075,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation & Amortization |
|
29,491,732 |
|
10,838,616 |
|
|
|
|
|
10,838,616 |
|
|
|
|
|
|
|
8,516,851 |
|
10,136,265 |
|
18,653,116 |
|
|
|
(0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expense |
|
91,891,793 |
|
43,555,698 |
|
|
|
|
|
43,555,698 |
|
3 |
|
|
|
|
|
22,425,743 |
|
24,577,479 |
|
47,003,225 |
|
257,422 |
|
0 |
|
1,075,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
5,853,079 |
|
(3,029,903 |
) |
|
|
|
|
(3,029,903 |
) |
(3 |
) |
|
|
|
|
3,636,814 |
|
4,743,952 |
|
8,380,763 |
|
1,577,667 |
|
(0 |
) |
(1,075,449 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense |
|
12,500,582 |
|
5,730,847 |
|
(88,366 |
) |
|
|
5,642,480 |
|
|
|
|
|
|
|
1,238,398 |
|
3,007,958 |
|
4,246,357 |
|
(18 |
) |
(55 |
) |
2,611,817 |
|
|
|
Non Operating Expense |
|
|
|
|
|
|
|
|
|
|
|
(4,844,551 |
) |
|
|
4,844,551 |
|
|
|
|
|
|
|
|
|
|
|
(7,689,763 |
) |
7,689,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reorganization Costs |
|
1,625,362 |
|
666,398 |
|
|
|
|
|
666,398 |
|
|
|
|
|
|
|
438,848 |
|
520,116 |
|
958,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Before Tax |
|
(8,272,864 |
) |
(9,427,148 |
) |
88,366 |
|
|
|
(9,338,781 |
) |
4,844,548 |
|
|
|
(4,844,551 |
) |
1,959,568 |
|
1,215,878 |
|
3,175,443 |
|
1,577,685 |
|
55 |
|
4,002,497 |
|
(7,689,763 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Tax |
|
(145,823 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(145,823 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
(8,127,041 |
) |
(9,427,148 |
) |
88,366 |
|
|
|
(9,338,781 |
) |
4,844,548 |
|
|
|
(4,844,551 |
) |
1,959,568 |
|
1,215,878 |
|
3,175,443 |
|
1,577,685 |
|
55 |
|
4,148,321 |
|
(7,689,763 |
) |
Balance Sheet
(Amounts in thousands) |
|
Consolidated |
|
RHD Inc |
|
APIL |
|
RHD |
|
RHDInc |
|
Dex Media |
|
Dex |
|
Dex |
|
Dex Media East |
|
Dex Media |
|
Dex Holdings |
|
Dex One |
|
Dex One |
|
RHD Corp |
|
Consolidated Eliminations |
|
Cash and Cash Equivalents |
|
144,454 |
|
30,195 |
|
0 |
|
0 |
|
30,195 |
|
112 |
|
0 |
|
0 |
|
53,837 |
|
52,532 |
|
106,481 |
|
424 |
|
3,933 |
|
3,421 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Billed Accounts Receivable |
|
112,013 |
|
49,930 |
|
0 |
|
0 |
|
49,930 |
|
0 |
|
0 |
|
0 |
|
28,148 |
|
31,967 |
|
60,115 |
|
1,968 |
|
0 |
|
0 |
|
0 |
|
Unbilled Receivables |
|
402,136 |
|
169,335 |
|
0 |
|
0 |
|
169,335 |
|
0 |
|
0 |
|
0 |
|
103,037 |
|
124,043 |
|
227,080 |
|
5,721 |
|
0 |
|
0 |
|
0 |
|
Allowance for Doubtful Accounts |
|
(27,569 |
) |
(15,836 |
) |
0 |
|
0 |
|
(15,836 |
) |
0 |
|
0 |
|
0 |
|
(5,323 |
) |
(6,258 |
) |
(11,580 |
) |
(156 |
) |
0 |
|
4 |
|
0 |
|
Net Trade Accounts Receivable |
|
486,580 |
|
203,428 |
|
0 |
|
0 |
|
203,428 |
|
0 |
|
0 |
|
0 |
|
125,863 |
|
149,752 |
|
275,615 |
|
7,533 |
|
0 |
|
4 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable Intercompany |
|
0 |
|
0 |
|
253,362 |
|
(253,362 |
) |
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
(0 |
) |
Deferred Directory Costs |
|
89,133 |
|
40,137 |
|
0 |
|
0 |
|
40,137 |
|
0 |
|
0 |
|
0 |
|
21,650 |
|
24,960 |
|
46,610 |
|
2,385 |
|
0 |
|
0 |
|
0 |
|
Prepaid Expenses |
|
34,918 |
|
9,594 |
|
0 |
|
0 |
|
9,594 |
|
0 |
|
0 |
|
0 |
|
5,559 |
|
5,206 |
|
10,765 |
|
3 |
|
14,556 |
|
0 |
|
0 |
|
Other Current Assets - Receivable |
|
4,825 |
|
1,939 |
|
0 |
|
0 |
|
1,939 |
|
0 |
|
4 |
|
0 |
|
926 |
|
1,066 |
|
1,996 |
|
30 |
|
275 |
|
585 |
|
0 |
|
Short-Term Deferred Income Taxes |
|
34,773 |
|
10,768 |
|
12,266 |
|
0 |
|
23,034 |
|
(7 |
) |
0 |
|
0 |
|
2,955 |
|
1,388 |
|
4,337 |
|
(280 |
) |
6,274 |
|
(87 |
) |
1,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
794,682 |
|
296,062 |
|
265,628 |
|
(253,362 |
) |
308,327 |
|
106 |
|
4 |
|
0 |
|
210,790 |
|
234,904 |
|
445,804 |
|
10,094 |
|
25,037 |
|
3,923 |
|
1,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CIP - Fixed Assets |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
CIP - Developed Software |
|
3,687 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
3,687 |
|
0 |
|
0 |
|
Developed Software |
|
164,185 |
|
50,102 |
|
0 |
|
0 |
|
50,102 |
|
0 |
|
0 |
|
0 |
|
31,807 |
|
43,487 |
|
75,294 |
|
0 |
|
38,789 |
|
0 |
|
0 |
|
Purchased Software |
|
42,860 |
|
11,503 |
|
0 |
|
0 |
|
11,503 |
|
0 |
|
0 |
|
0 |
|
7,345 |
|
9,744 |
|
17,089 |
|
0 |
|
14,269 |
|
0 |
|
0 |
|
Computer Equipment |
|
2,330 |
|
458 |
|
0 |
|
0 |
|
458 |
|
0 |
|
0 |
|
0 |
|
120 |
|
510 |
|
630 |
|
0 |
|
1,242 |
|
0 |
|
0 |
|
Machinery and Equipment |
|
31,644 |
|
2,950 |
|
0 |
|
0 |
|
2,950 |
|
0 |
|
0 |
|
0 |
|
952 |
|
1,454 |
|
2,407 |
|
0 |
|
26,288 |
|
0 |
|
0 |
|
Furniture and Fixtures |
|
10,623 |
|
2,297 |
|
0 |
|
0 |
|
2,297 |
|
0 |
|
0 |
|
0 |
|
1,560 |
|
2,016 |
|
3,576 |
|
0 |
|
4,750 |
|
0 |
|
0 |
|
Leasehold Improvements |
|
19,133 |
|
2,884 |
|
0 |
|
0 |
|
2,884 |
|
0 |
|
0 |
|
0 |
|
2,305 |
|
2,945 |
|
5,250 |
|
0 |
|
10,999 |
|
0 |
|
0 |
|
Building |
|
1,325 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
1,325 |
|
0 |
|
0 |
|
Land |
|
450 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
450 |
|
0 |
|
0 |
|
Property Plant & Equipment |
|
276,238 |
|
70,193 |
|
0 |
|
0 |
|
70,193 |
|
0 |
|
0 |
|
0 |
|
44,089 |
|
60,157 |
|
104,245 |
|
0 |
|
101,799 |
|
0 |
|
0 |
|
Accumulated Depreciation & Amortization |
|
(182,412 |
) |
(50,755 |
) |
0 |
|
0 |
|
(50,755 |
) |
0 |
|
0 |
|
0 |
|
(31,589 |
) |
(44,402 |
) |
(75,991 |
) |
0 |
|
(55,666 |
) |
0 |
|
0 |
|
Property Plant Equipment Net |
|
93,826 |
|
19,439 |
|
0 |
|
0 |
|
19,439 |
|
0 |
|
0 |
|
0 |
|
12,500 |
|
15,754 |
|
28,254 |
|
0 |
|
46,133 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Financing Costs |
|
9,262 |
|
4,268 |
|
0 |
|
0 |
|
4,268 |
|
0 |
|
0 |
|
0 |
|
2,196 |
|
2,798 |
|
4,993 |
|
0 |
|
0 |
|
0 |
|
0 |
|
Other NonCurrent Assets |
|
10,484 |
|
593 |
|
0 |
|
0 |
|
593 |
|
19 |
|
0 |
|
(0 |
) |
4,404 |
|
3,950 |
|
8,373 |
|
265 |
|
1,273 |
|
0 |
|
(19 |
) |
Investments Net |
|
0 |
|
1,037,671 |
|
0 |
|
(1,037,671 |
) |
0 |
|
239,556 |
|
0 |
|
(239,556 |
) |
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
221,332 |
|
(221,332 |
) |
Intangibles Net |
|
1,732,133 |
|
572,306 |
|
0 |
|
0 |
|
572,306 |
|
0 |
|
0 |
|
0 |
|
516,996 |
|
642,830 |
|
1,159,827 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
2,640,387 |
|
1,930,338 |
|
265,628 |
|
(1,291,033 |
) |
904,933 |
|
239,680 |
|
4 |
|
(239,556 |
) |
746,886 |
|
900,236 |
|
1,647,251 |
|
10,359 |
|
72,443 |
|
225,255 |
|
(219,854 |
) |
(Amounts in thousands) |
|
Consolidated |
|
RHD Inc |
|
APIL |
|
RHD |
|
RHDInc |
|
Dex Media |
|
Dex |
|
Dex |
|
Dex Media East |
|
Dex Media |
|
Dex Holdings |
|
Dex One |
|
Dex One |
|
RHD Corp |
|
Consolidated Eliminations |
|
Deferred Directory Revenue |
|
472,547 |
|
188,480 |
|
0 |
|
0 |
|
188,480 |
|
0 |
|
0 |
|
0 |
|
126,001 |
|
149,303 |
|
275,304 |
|
8,763 |
|
0 |
|
0 |
|
0 |
|
Accounts Payable |
|
16,188 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
16,188 |
|
0 |
|
0 |
|
Payroll Payable |
|
80 |
|
(0 |
) |
0 |
|
0 |
|
(0 |
) |
0 |
|
(0 |
) |
0 |
|
(0 |
) |
(0 |
) |
(0 |
) |
0 |
|
80 |
|
0 |
|
0 |
|
Sales and Use Tax Payable |
|
3,699 |
|
148 |
|
0 |
|
0 |
|
148 |
|
0 |
|
0 |
|
0 |
|
1,066 |
|
1,203 |
|
2,269 |
|
3 |
|
1,278 |
|
0 |
|
0 |
|
Customer Refunds Payable |
|
5,076 |
|
1,412 |
|
0 |
|
0 |
|
1,412 |
|
0 |
|
0 |
|
0 |
|
991 |
|
978 |
|
1,968 |
|
1,696 |
|
0 |
|
0 |
|
0 |
|
Other Accrued Liabilities |
|
62,392 |
|
16,513 |
|
0 |
|
49 |
|
16,562 |
|
0 |
|
(0 |
) |
0 |
|
6,485 |
|
7,067 |
|
13,552 |
|
4 |
|
31,885 |
|
(691 |
) |
1,081 |
|
Payables Intercompany |
|
(0 |
) |
229,703 |
|
(118 |
) |
(223,308 |
) |
6,277 |
|
(4 |
) |
1,471 |
|
4 |
|
(2,281 |
) |
(20,972 |
) |
(21,781 |
) |
1,396 |
|
9,679 |
|
4,434 |
|
(4 |
) |
Short-term Deferred Tax |
|
(0 |
) |
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
(0 |
) |
Accrued Interest Payable |
|
3,092 |
|
202 |
|
0 |
|
0 |
|
202 |
|
0 |
|
0 |
|
0 |
|
85 |
|
108 |
|
193 |
|
0 |
|
0 |
|
2,696 |
|
0 |
|
Current Portion of LT Debt |
|
249,034 |
|
89,300 |
|
0 |
|
0 |
|
89,300 |
|
0 |
|
0 |
|
0 |
|
69,464 |
|
90,270 |
|
159,734 |
|
0 |
|
0 |
|
0 |
|
0 |
|
I/C Note Payable |
|
0 |
|
30,297 |
|
0 |
|
(30,297 |
) |
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
Long Term Deferred Tax Liabilities |
|
47,972 |
|
85,189 |
|
(163,179 |
) |
(32 |
) |
(78,021 |
) |
128 |
|
0 |
|
0 |
|
28,400 |
|
67,364 |
|
95,892 |
|
(39 |
) |
12,765 |
|
10,747 |
|
6,629 |
|
Non-Current Debt |
|
1,723,371 |
|
657,366 |
|
0 |
|
0 |
|
657,366 |
|
0 |
|
0 |
|
0 |
|
442,292 |
|
396,316 |
|
838,608 |
|
0 |
|
0 |
|
227,397 |
|
0 |
|
Other Non Current Liabilities |
|
82,490 |
|
35,895 |
|
4,097 |
|
0 |
|
39,992 |
|
22 |
|
41,273 |
|
0 |
|
463 |
|
225 |
|
41,983 |
|
421 |
|
95 |
|
(3 |
) |
1 |
|
Total Postpetition Liabilities |
|
2,665,942 |
|
1,334,506 |
|
(159,199 |
) |
(253,588 |
) |
921,719 |
|
147 |
|
42,744 |
|
4 |
|
672,966 |
|
691,862 |
|
1,407,722 |
|
12,244 |
|
71,970 |
|
244,580 |
|
7,707 |
|
Liabilities Subject to Compromise: |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
Total Liabilities: |
|
2,665,942 |
|
1,334,506 |
|
(159,199 |
) |
(253,588 |
) |
921,719 |
|
147 |
|
42,744 |
|
4 |
|
672,966 |
|
691,862 |
|
1,407,722 |
|
12,244 |
|
71,970 |
|
244,580 |
|
7,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital: |
|
1,465,381 |
|
464,451 |
|
71,936 |
|
36,966 |
|
573,352 |
|
(118,600 |
) |
(24,012 |
) |
0 |
|
576,706 |
|
807,014 |
|
1,241,108 |
|
57,206 |
|
(20,999 |
) |
(392,129 |
) |
6,842 |
|
I/C Additional Paid-in Capital: |
|
(0 |
) |
670,777 |
|
(11,890 |
) |
(702,640 |
) |
(43,753 |
) |
1,283,641 |
|
0 |
|
(1,283,641 |
) |
(33,171 |
) |
(42,895 |
) |
(76,066 |
) |
(395 |
) |
(7,705 |
) |
1,850,668 |
|
(1,722,748 |
) |
Common Stock: |
|
51 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
51 |
|
0 |
|
Treasury Stock: |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
Other Comprehensive Income - Pension: |
|
(43,377 |
) |
(19,811 |
) |
0 |
|
0 |
|
(19,811 |
) |
(23,566 |
) |
(18,727 |
) |
23,462 |
|
(2,550 |
) |
(2,185 |
) |
(23,566 |
) |
0 |
|
0 |
|
(43,377 |
) |
43,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R/E - Opening Balance: |
|
(3,642,849 |
) |
(1,951,960 |
) |
(408,235 |
) |
1,663,448 |
|
(696,747 |
) |
(5,648,172 |
) |
15,048 |
|
6,965,746 |
|
(2,941,546 |
) |
(2,750,740 |
) |
(4,359,664 |
) |
(408,679 |
) |
29,238 |
|
(7,697,315 |
) |
9,490,318 |
|
I/C Retained Earnings: |
|
(0 |
) |
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
(0 |
) |
CYNI-Current Year Net Income (Pull): |
|
(67,454 |
) |
(40,048 |
) |
12,289 |
|
(12,064 |
) |
(39,822 |
) |
(15,357 |
) |
0 |
|
15,376 |
|
(15,805 |
) |
424 |
|
(15,361 |
) |
1,374 |
|
(61 |
) |
(61,225 |
) |
47,641 |
|
R/E - Opening Balance Adjustment: |
|
2,262,693 |
|
1,472,423 |
|
760,727 |
|
(2,023,155 |
) |
209,995 |
|
4,761,587 |
|
(15,048 |
) |
(5,960,503 |
) |
2,490,287 |
|
2,196,757 |
|
3,473,079 |
|
348,608 |
|
0 |
|
6,324,002 |
|
(8,092,992 |
) |
Retained Earnings: |
|
(1,447,609 |
) |
(519,585 |
) |
364,782 |
|
(371,771 |
) |
(526,574 |
) |
(901,941 |
) |
(0 |
) |
1,020,619 |
|
(467,064 |
) |
(553,559 |
) |
(901,946 |
) |
(58,697 |
) |
29,177 |
|
(1,434,537 |
) |
1,444,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity: |
|
(25,555 |
) |
595,832 |
|
424,827 |
|
(1,037,445 |
) |
(16,786 |
) |
239,534 |
|
(42,740 |
) |
(239,560 |
) |
73,921 |
|
208,375 |
|
239,530 |
|
(1,885 |
) |
474 |
|
(19,325 |
) |
(227,561 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities & Equity: |
|
2,640,387 |
|
1,930,338 |
|
265,628 |
|
(1,291,033 |
) |
904,933 |
|
239,680 |
|
4 |
|
(239,556 |
) |
746,886 |
|
900,236 |
|
1,647,251 |
|
10,359 |
|
72,443 |
|
225,255 |
|
(219,854 |
) |
Summary of Unpaid Postpetition Debts
Category |
|
Current |
|
0-30 |
|
31-60 |
|
61-90 |
|
Over 90 |
|
Total |
| |||||
Accounts Payable |
|
|
|
$ |
10,889,000 |
|
$ |
1,096,000 |
|
$ |
4,200,000 |
|
$ |
4,000 |
|
$ |
16,188,000 |
|
Accounts Receivable Reconciliation and Aging
Accounts Receivable Reconciliation
|
|
Dex One |
|
R.H. Donnelley |
|
Dex Media East, |
|
Dex Media West, |
|
Dex One Digital |
|
Total Accounts Receivable - 3/31/13 |
|
106,611,237 |
|
48,640,241 |
|
25,305,381 |
|
29,619,722 |
|
3,045,894 |
|
+ Amounts billed during period |
|
91,513,440 |
|
38,062,804 |
|
25,264,226 |
|
27,988,475 |
|
197,935 |
|
- Amounts collected during period |
|
(81,766,549 |
) |
(35,050,415 |
) |
(21,371,676 |
) |
(24,339,717 |
) |
(1,004,742 |
) |
- Amounts written off during period |
|
(4,784,588 |
) |
(2,323,015 |
) |
(1,005,219 |
) |
(1,266,697 |
) |
(189,658 |
) |
Total Accounts Receivable - 4/30/13 |
|
111,573,540 |
|
49,329,616 |
|
28,192,711 |
|
32,001,784 |
|
2,049,429 |
|
Accounts Receivable Aging - As of 4/30/13
|
|
Dex One |
|
R.H. Donnelley |
|
Dex Media East, |
|
Dex Media West, |
|
Dex One Digital |
|
Current |
|
53,943,913 |
|
22,541,603 |
|
14,770,450 |
|
16,001,717 |
|
630,143 |
|
1-30 Days Past Due |
|
16,890,285 |
|
7,289,388 |
|
4,279,310 |
|
4,980,121 |
|
341,467 |
|
31-60 Days Past Due |
|
11,880,067 |
|
5,596,911 |
|
2,753,062 |
|
2,936,799 |
|
593,293 |
|
61-90 Days Past Due |
|
6,773,969 |
|
3,264,193 |
|
1,494,724 |
|
1,788,862 |
|
226,190 |
|
91+ Days Past Due |
|
22,085,307 |
|
10,637,521 |
|
4,895,165 |
|
6,294,285 |
|
258,336 |
|
Total Accounts Receivable |
|
111,573,540 |
|
49,329,616 |
|
28,192,711 |
|
32,001,784 |
|
2,049,429 |
|
Amount Considered Uncollectable |
|
(18,307,255 |
) |
(9,772,263 |
) |
(3,859,866 |
) |
(4,667,120 |
) |
(8,006 |
) |
Net Accounts Receivable |
|
93,266,285 |
|
38,423,176 |
|
21,169,691 |
|
24,532,257 |
|
2,781,570 |
|
Debtor Questionnaire
Must be completed each month |
|
Yes |
|
No |
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. |
|
|
|
X |
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. |
|
|
|
X |
3. Have all postpetition tax returns been timely filed? If no, provide an explanation below. |
|
X |
|
|
4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. |
|
X |
|
|
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. |
|
|
|
X |
Exhibit 99.2
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
|
Chapter 11 |
In re SuperMedia Inc., et al |
Case No. 13-10545 (KG) |
Debtors |
Reporting Period: April 1-30, 2013 |
|
Jointly Administered |
|
Hon. Kevin Gross |
MONTHLY OPERATING REPORT
File with Court and submit copy to United States Trustee within 20 days after end of month
Submit copy of report to any official committee appointed in the case.
|
|
|
|
Document |
|
Explanation |
REQUIRED DOCUMENTS |
|
Form No. |
|
Attached |
|
Attached |
Schedule of Cash Receipts and Disbursements |
|
MOR-1 |
|
13-week Cash Flow Attached |
|
|
Bank Reconciliation |
|
MOR-1a |
|
Attached |
|
|
Schedule of Professional Fees Paid |
|
MOR-1b |
|
Attached |
|
|
Copies of bank statements |
|
|
|
N/A |
|
|
Cash disbursements journals |
|
|
|
N/A |
|
|
Statement of Operations |
|
MOR-2 |
|
Attached |
|
|
Balance Sheet |
|
MOR-3 |
|
Attached |
|
|
Status of Postpetition Taxes |
|
MOR-4 |
|
Attached |
|
|
Copies of IRS Form 6123 or payment receipt |
|
|
|
N/A |
|
|
Copies of tax returns filed during reporting period |
|
|
|
N/A |
|
|
Summary of Unpaid Debts |
|
MOR-4 |
|
Attached |
|
|
Listing of aged accounts payable |
|
MOR-4 |
|
N/A |
|
|
Accounts Receivable Reconciliation and Aging |
|
MOR-5 |
|
Attached |
|
|
Debtor Questionnaire |
|
MOR-5 |
|
Attached |
|
|
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
/s/ Clifford E. Wilson |
|
May 17, 2013 |
Clifford E. Wilson |
|
Date |
Vice President - Assistant Treasurer |
|
|
SuperMedia Inc. |
|
|
Signature of Authorized Individual |
|
|
|
|
|
Clifford E. Wilson |
|
May 17, 2013 |
Vice President - Assistant Treasurer |
|
Date |
SuperMedia Inc. |
|
|
Printed Name of Authorized Individual |
|
|
The information contained herein is provided to fulfill the requirements of the Office of the United States Trustee. This Monthly Operating Report has been prepared based on information available to the Debtors at this time, and such information may be incomplete in certain respects. All information contained herein is unaudited and subject to future adjustment, which could be material. Certain assumptions have been made as noted therein. In addition, the Debtors maintain certain liabilities on their balance sheets (such as administrative payroll, benefits, professional fees and tax related liabilities) that may relate to one or more of the Debtors and no conclusion as to the legal obligation is made by the presentation herein. Nothing contained in this Monthly Operating Report shall constitute a waiver of any of the Debtors rights or an admission with respect to their chapter 11 proceedings. The Debtors reserve all rights to amend, modify or supplement this Monthly Operating Report.
MOR
(04/07)
In Re: |
Chapter 11 |
SuperMedia., et al. |
Case Number: 13-10545 (KG) |
Debtors |
Jointly Administered |
|
Hon. Kevin Gross |
MOR-1
SuperMedia Inc.
Cash Flow Actuals
For the Period March 18, 2013 through March 31, 2013 and April 1, 2013 through April 30, 2013
And Cash Flow Projections
For the Period March 18, 2013 through June 14, 2013
Monthly Operating Report
MOR 1
Cash Flow Projections for the 13 Week Period
Beginning March 18, 2013 and Ending June 14, 2013
$ In thousands
|
|
Mar |
|
Apr |
|
May |
|
Jun |
|
13-WKS |
| ||||
Consolidated Cash Flows |
|
Frcst |
|
Actual |
|
Frcst |
|
Actual |
|
Frcst |
|
Frcst |
|
Frcst |
|
Cash receipts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local |
|
43,575.0 |
|
46,092.2 |
|
91,300.0 |
|
88,728.6 |
|
91,300.0 |
|
41,000.0 |
|
267,175.0 |
|
National |
|
5,250.0 |
|
4,706.1 |
|
11,000.0 |
|
8,195.4 |
|
11,000.0 |
|
4,800.0 |
|
32,050.0 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash receipts, total |
|
48,825.0 |
|
50,798.3 |
|
102,300.0 |
|
96,924.0 |
|
102,300.0 |
|
45,800.0 |
|
299,225.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disbursements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative & Selling |
|
(12,375.1 |
) |
(11,550.5 |
) |
(24,872.3 |
) |
(24,897.3 |
) |
(24,578.0 |
) |
(12,289.0 |
) |
(74,114.4 |
) |
Inventory Purchases |
|
(2,063.0 |
) |
(2,229.3 |
) |
(9,000.0 |
) |
(7,630.1 |
) |
(8,586.7 |
) |
(4,293.3 |
) |
(23,943.1 |
) |
Secured / Rental / Leases |
|
(1,528.8 |
) |
(1,533.9 |
) |
(1,800.0 |
) |
(1,679.3 |
) |
(1,808.1 |
) |
(904.1 |
) |
(6,041.0 |
) |
Insurance |
|
(0.3 |
) |
(0.3 |
) |
|
|
(619.9 |
) |
|
|
|
|
(0.3 |
) |
Payroll (includes payroll taxes) |
|
(9,329.2 |
) |
(9,329.2 |
) |
(23,000.0 |
) |
(21,263.5 |
) |
(21,000.0 |
) |
(10,500.0 |
) |
(63,829.2 |
) |
Sales, Use and Other Taxes |
|
(422.8 |
) |
(422.8 |
) |
(14,100.0 |
) |
(15,928.5 |
) |
(2,100.0 |
) |
(25,400.0 |
) |
(42,022.8 |
) |
Other |
|
(830.8 |
) |
(830.8 |
) |
(1,300.0 |
) |
(427.0 |
) |
(2,000.0 |
) |
(1,000.0 |
) |
(5,130.8 |
) |
Professional Fees |
|
|
|
|
|
(1,000.0 |
) |
(8,560.7 |
) |
(1,000.0 |
) |
(500.0 |
) |
(2,500.0 |
) |
US Trustee Fees |
|
|
|
|
|
(120.0 |
) |
|
|
(120.0 |
) |
|
|
(240.0 |
) |
Court Costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense |
|
(37,875.4 |
) |
(37,875.4 |
) |
|
|
(14,340.9 |
) |
|
|
|
|
(37,875.4 |
) |
Disbursements, total |
|
(64,425.4 |
) |
(63,772.2 |
) |
(75,192.3 |
) |
(95,347.2 |
) |
(61,192.8 |
) |
(54,886.4 |
) |
(255,696.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flow before Excess Cash Flow Payments |
|
(15,600.4 |
) |
(12,973.9 |
) |
27,107.7 |
|
1,576.9 |
|
41,107.2 |
|
(9,086.4 |
) |
43,528.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning cash |
|
165,000.0 |
|
165,000.0 |
|
152,026.1 |
|
152,026.1 |
|
153,603.0 |
|
173,051.1 |
|
165,000.0 |
|
Plus: net cash flow |
|
(15,600.4 |
) |
(12,973.9 |
) |
27,107.7 |
|
1,576.9 |
|
41,107.2 |
|
(9,086.4 |
) |
43,528.1 |
|
Less: Excess Cash Flow Payment |
|
|
|
|
|
|
|
|
|
(21,659.1 |
) |
|
|
(21,659.1 |
) |
Ending cash |
|
149,399.6 |
|
152,026.1 |
|
179,133.8 |
|
153,603.0 |
|
173,051.1 |
|
163,964.7 |
|
186,869.0 |
|
Business Unit Allocation of Cash Disbursements |
|
Mar Dist Spending |
|
Apr Dist Spending |
|
|
|
|
| ||
SuperMedia Inc. |
|
(VDDC) |
|
37,875.4 |
|
14,340.9 |
|
|
|
|
|
SuperMedia LLC |
|
(DCORP) |
|
2,802.4 |
|
11,915.3 |
|
|
|
|
|
SuperMedia Sales Inc. |
|
(DSALE) |
|
8,716.0 |
|
46,808.0 |
|
|
|
|
|
SuperMedia Services Inc. |
|
(DDIST) |
|
14,378.4 |
|
22,283.0 |
|
|
|
|
|
Schedule Notes:
This cash flow estimate contains two partial periods beginning on the petition date, March 18, 2013 and ending on June 14, 2013.
The beginning cash balance is as of the petition date, March 18, 2013.
Since the first quarter interest payment of $37.9M was made on the last business day of the first quarter, the initial partial period beginning March 18, 2013 and ending March 31, 2013 includes the interest payment for the entire quarter. The interest payment of $14.3M made in April, was required upon emergence from Chapter 11 bankruptcy.
The partial period beginning June 1, 2013 and ending on June 14, 2013 does not include the quarters interest payment as it is scheduled to be paid on June 30, 2013.
The Sales, Use and Other Taxes line itme for Q2 contains two FIT payment: $14.1M paid in April 2013 and $22M payable on June 14, 2013.
FORM MOR-1
(04/07)
In Re: |
|
Chapter 11 |
SuperMedia., et al. |
|
Case Number: 13-10545 (KG) |
Debtors |
|
Reporting Period:_April 1-30, 2013 |
|
|
Jointly Administered |
|
|
Hon. Kevin Gross |
BANK RECONCILIATIONS
Continuation Sheet for MOR-1
Note: The Debtors affirm that bank reconciliations are prepared for all open and active bank accounts on a monthly basis. The Debtors affirm that within its financial accounting systems, check registers and/or disbursement journals are maintained for each disbursement account. The Debtors affirm that bank statements for all open and active bank accounts are retained by the Debtors.
FORM MOR-la
(04/07)
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID
This schedule is to include all retained professional payments from case inception to current month
|
|
|
|
Amount |
|
|
|
Check |
|
Amount Paid |
|
Year-To-Date |
| ||||||
Payee |
|
Period Covered |
|
Approved |
|
Payor |
|
Number |
|
Date |
|
Fees |
|
Expenses |
|
Fees |
|
Expenses |
|
N/A |
|
3/18 to 4/30/2013 |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FORM MOR-lb
(04/07)
SuperMedia
Month - Actuals
Income Statement - Consolidated ( $ Thousands )
04/30/13
|
|
April 1-30, 2013 |
| ||||||||
|
|
Actuals |
|
Actuals |
|
Actuals |
|
Actuals |
|
Actuals |
|
|
|
SuperMedia LLC |
|
SuperMedia |
|
SuperMedia |
|
SuperMedia Inc. |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
SALES |
|
|
|
|
|
|
|
|
|
|
|
Gross Revenue |
|
97,470 |
|
0 |
|
0 |
|
0 |
|
97,470 |
|
Sales Allowances/Claims |
|
(1,707 |
) |
0 |
|
0 |
|
0 |
|
(1,707 |
) |
Total Net Revenue |
|
95,763 |
|
0 |
|
0 |
|
0 |
|
95,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling Commissions |
|
8,172 |
|
0 |
|
0 |
|
0 |
|
8,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Sales |
|
43,098 |
|
(12,685 |
) |
(20,850 |
) |
0 |
|
9,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS MARGIN |
|
44,493 |
|
12,685 |
|
20,850 |
|
0 |
|
78,028 |
|
% MARGIN |
|
|
|
|
|
|
|
|
|
81 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL & ADMINISTRATION EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
Employee Salary & Wages |
|
4,568 |
|
5,379 |
|
8,179 |
|
0 |
|
18,126 |
|
Sales Employee Incentives |
|
(6,317 |
) |
1 |
|
6,316 |
|
0 |
|
(0 |
) |
Payroll Tax Expense |
|
207 |
|
416 |
|
1,085 |
|
0 |
|
1,709 |
|
Other Employee Pension&Benefit |
|
(8,410 |
) |
965 |
|
2,245 |
|
(839 |
) |
(6,039 |
) |
Total Employee Related Expense |
|
(9,952 |
) |
6,761 |
|
17,826 |
|
(839 |
) |
13,796 |
|
Sales |
|
(2 |
) |
0 |
|
2 |
|
0 |
|
0 |
|
Publishing Exp |
|
5 |
|
501 |
|
49 |
|
0 |
|
555 |
|
Printing / Distribution |
|
3 |
|
(19 |
) |
17 |
|
0 |
|
1 |
|
Total Operations Expense |
|
7 |
|
482 |
|
67 |
|
0 |
|
556 |
|
Marketing / Advertising |
|
319 |
|
4,322 |
|
250 |
|
0 |
|
4,891 |
|
Information_Tech_Exp |
|
9 |
|
1,178 |
|
0 |
|
0 |
|
1,187 |
|
Building & Grounds |
|
593 |
|
242 |
|
830 |
|
0 |
|
1,665 |
|
Total Support Services |
|
921 |
|
5,743 |
|
1,080 |
|
0 |
|
7,744 |
|
Claims Expense |
|
33 |
|
0 |
|
22 |
|
0 |
|
55 |
|
Contract Services Exp |
|
9,626 |
|
3,224 |
|
95 |
|
0 |
|
12,945 |
|
Consulting Services |
|
299 |
|
4 |
|
0 |
|
0 |
|
303 |
|
Corporate Charges |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
Office Supp/Furniture/Equipmnt |
|
49 |
|
130 |
|
82 |
|
0 |
|
261 |
|
Freight/Postage Expense |
|
173 |
|
465 |
|
6 |
|
0 |
|
644 |
|
FORM MOR-2
(04/07)
|
|
April 1-30, 2013 |
| |||||||||||||
|
|
Actuals |
|
Actuals |
|
Actuals |
|
Actuals |
|
Actuals |
| |||||
|
|
SuperMedia LLC |
|
SuperMedia |
|
SuperMedia |
|
SuperMedia Inc. |
|
Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Dues-Subscrptn-Mbrshp-Contribu |
|
23 |
|
5 |
|
128 |
|
0 |
|
156 |
| |||||
Employment Expense |
|
7 |
|
0 |
|
0 |
|
0 |
|
7 |
| |||||
Employee Travel & Entertainmen |
|
76 |
|
176 |
|
474 |
|
0 |
|
726 |
| |||||
Employee Education & Training |
|
4 |
|
1 |
|
1 |
|
0 |
|
6 |
| |||||
Telephone Expense |
|
91 |
|
456 |
|
160 |
|
0 |
|
707 |
| |||||
Automobile Expense |
|
5 |
|
3 |
|
561 |
|
0 |
|
568 |
| |||||
Other Expense |
|
9,039 |
|
(7,397 |
) |
(1,971 |
) |
839 |
|
510 |
| |||||
General Liability Insurance |
|
458 |
|
0 |
|
8 |
|
0 |
|
466 |
| |||||
Total Other Controllable Expense |
|
19,883 |
|
(2,934 |
) |
(433 |
) |
839 |
|
17,355 |
| |||||
Bad Debt Exp |
|
2,030 |
|
0 |
|
0 |
|
0 |
|
2,030 |
| |||||
Depreciation/Amortization Exp |
|
8,424 |
|
1,810 |
|
62 |
|
0 |
|
10,296 |
| |||||
State and Local Taxes |
|
334 |
|
112 |
|
21 |
|
8 |
|
476 |
| |||||
Total Other Non-Controllable Expense |
|
10,788 |
|
1,922 |
|
83 |
|
8 |
|
12,802 |
| |||||
Total General & Administrative Expenses |
|
21,647 |
|
11,975 |
|
18,623 |
|
8 |
|
52,254 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
OPERATING INCOME |
|
22,846 |
|
710 |
|
2,227 |
|
(8 |
) |
25,774 |
| |||||
% MARGIN |
|
24 |
% |
|
|
|
|
|
|
27 |
% | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Interest (Income) / Expense |
|
(17,653 |
) |
(2,142 |
) |
801 |
|
31,693 |
|
12,699 |
| |||||
Currency Transactn (Gain)/Loss |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
| |||||
Total Non-Operating Expenses |
|
(17,653 |
) |
(2,142 |
) |
801 |
|
31,693 |
|
12,699 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Income Before Taxes |
|
40,498 |
|
2,853 |
|
1,426 |
|
(31,702 |
) |
13,075 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Federal & State Income Taxes |
|
|
|
|
|
|
|
|
|
|
| |||||
Income Taxes |
|
18,956 |
|
1,303 |
|
736 |
|
(13,223 |
) |
7,770 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Net Income |
|
$ |
21,543 |
|
$ |
1,550 |
|
$ |
690 |
|
$ |
(18,478 |
) |
$ |
5,305 |
|
SuperMedia
Balance Sheet by Legal Entity ( $ Thousands )
04/30/2013
|
|
SuperMedia |
|
SuperMedia |
|
SuperMedia |
|
SuperMedia |
|
Eliminations |
|
CONSOLIDATED |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Equivalents |
|
153,531 |
|
0 |
|
(0 |
) |
0 |
|
0 |
|
153,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Notes Receivable/Payable |
|
2,069,983 |
|
230,853 |
|
11,650 |
|
0 |
|
(2,312,713 |
) |
(227 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade - Billed - Local |
|
124,701 |
|
0 |
|
0 |
|
0 |
|
0 |
|
124,701 |
|
Trade - Billed - National |
|
13,912 |
|
0 |
|
0 |
|
0 |
|
0 |
|
13,912 |
|
Trade - Billed - TOTAL |
|
138,613 |
|
0 |
|
0 |
|
0 |
|
0 |
|
138,613 |
|
Other Recievables |
|
0 |
|
(0 |
) |
(2 |
) |
0 |
|
0 |
|
(2 |
) |
Unbilled Receivable |
|
1,832 |
|
0 |
|
0 |
|
0 |
|
0 |
|
1,832 |
|
Affiliate Accounts Receivable |
|
(14,774 |
) |
(17,758 |
) |
22,906 |
|
0 |
|
9,293 |
|
(334 |
) |
Allowance for Doubtful Accounts |
|
(34,707 |
) |
0 |
|
0 |
|
0 |
|
0 |
|
(34,707 |
) |
Accounts Receivable (Net of Allowance) |
|
90,964 |
|
(17,759 |
) |
22,904 |
|
0 |
|
9,293 |
|
105,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Directory Costs |
|
107,276 |
|
14,513 |
|
0 |
|
0 |
|
0 |
|
121,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Receivable |
|
17,290 |
|
2,142 |
|
(802 |
) |
(18,633 |
) |
0 |
|
(2 |
) |
Total Prepayments |
|
12,670 |
|
209 |
|
706 |
|
8,000 |
|
0 |
|
21,585 |
|
Other Current Assets |
|
4 |
|
0 |
|
0 |
|
0 |
|
0 |
|
4 |
|
Prepaid expenses and Other |
|
29,963 |
|
2,352 |
|
(96 |
) |
(10,633 |
) |
0 |
|
21,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets |
|
2,451,718 |
|
229,959 |
|
34,458 |
|
(10,633 |
) |
(2,303,420 |
) |
402,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, Plant, and Equipment |
|
8,139 |
|
111,456 |
|
6,803 |
|
0 |
|
0 |
|
126,398 |
|
Accumulated Depreciation |
|
(5,931 |
) |
(66,758 |
) |
(3,752 |
) |
0 |
|
0 |
|
(76,441 |
) |
Property, Plant & Equipment, net |
|
2,208 |
|
44,698 |
|
3,051 |
|
0 |
|
0 |
|
49,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
0 |
|
0 |
|
0 |
|
703,632 |
|
0 |
|
703,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Software Capitalization |
|
54 |
|
111,086 |
|
39 |
|
0 |
|
0 |
|
111,179 |
|
Accum Amort Software Cap |
|
0 |
|
(97,637 |
) |
(39 |
) |
0 |
|
0 |
|
(97,676 |
) |
Other Intangibles |
|
173,253 |
|
0 |
|
0 |
|
0 |
|
0 |
|
173,253 |
|
Other Intangible Assets, net |
|
173,307 |
|
13,449 |
|
0 |
|
0 |
|
0 |
|
186,755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pensions |
|
0 |
|
0 |
|
0 |
|
59,070 |
|
0 |
|
59,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Noncurrent Assets |
|
147,933 |
|
482 |
|
175 |
|
2,217,846 |
|
(2,363,298 |
) |
3,138 |
|
Other |
|
147,933 |
|
482 |
|
175 |
|
2,217,846 |
|
(2,363,298 |
) |
3,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
2,775,165 |
|
288,587 |
|
37,684 |
|
2,969,916 |
|
(4,666,718 |
) |
1,404,634 |
|
FORM MOR-3
(04/07)
|
|
SuperMedia |
|
SuperMedia |
|
SuperMedia |
|
SuperMedia |
|
Eliminations |
|
CONSOLIDATED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities & Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Maturing within one year |
|
242,730 |
|
5,312 |
|
100,544 |
|
2,000,127 |
|
(2,312,713 |
) |
36,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable - Nonaffiliate |
|
3,094 |
|
6,511 |
|
187 |
|
0 |
|
0 |
|
9,793 |
|
Accounts Payable - Affiliate |
|
5,156 |
|
(22,250 |
) |
6,451 |
|
1,012 |
|
9,293 |
|
(337 |
) |
Accrued Payroll |
|
316 |
|
717 |
|
5,125 |
|
0 |
|
0 |
|
6,159 |
|
Accrued Vacation |
|
2,559 |
|
4,577 |
|
5,226 |
|
0 |
|
0 |
|
12,362 |
|
Accrued Medical and Other Insurance |
|
4,206 |
|
5 |
|
5 |
|
0 |
|
0 |
|
4,216 |
|
Additional Employee Compensation Plans |
|
22,635 |
|
1,980 |
|
2,815 |
|
0 |
|
0 |
|
27,430 |
|
Other Accrued Payroll Benefits |
|
2,990 |
|
(133 |
) |
367 |
|
0 |
|
0 |
|
3,223 |
|
Accrued General Taxes |
|
10,163 |
|
2,693 |
|
317 |
|
164 |
|
0 |
|
13,338 |
|
Accrued Income Tax |
|
73,085 |
|
26,667 |
|
7,618 |
|
(97,941 |
) |
0 |
|
9,429 |
|
Accrued Interest - Nonaffiliate |
|
0 |
|
0 |
|
0 |
|
458 |
|
0 |
|
458 |
|
Accrued Other Liabilities |
|
2,511 |
|
20,184 |
|
56 |
|
0 |
|
0 |
|
22,752 |
|
Accounts Payable and Accrued Liabilities |
|
126,716 |
|
40,951 |
|
28,168 |
|
(96,307 |
) |
9,293 |
|
108,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Curr Liab - Unearned Revenue |
|
386,078 |
|
0 |
|
0 |
|
0 |
|
0 |
|
386,078 |
|
Other Curr Liab - A/R Unbilled |
|
(327,179 |
) |
0 |
|
0 |
|
0 |
|
0 |
|
(327,179 |
) |
Deferred Revenue |
|
58,899 |
|
0 |
|
0 |
|
0 |
|
0 |
|
58,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Deferred Income Taxes |
|
6,607 |
|
(3,284 |
) |
(3,662 |
) |
0 |
|
0 |
|
(339 |
) |
Advanced Billing and Payments |
|
14,679 |
|
0 |
|
0 |
|
0 |
|
0 |
|
14,679 |
|
Other Curr Liab - Other |
|
455 |
|
76 |
|
177 |
|
0 |
|
0 |
|
708 |
|
Other |
|
21,741 |
|
(3,208 |
) |
(3,485 |
) |
0 |
|
0 |
|
15,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Liablilities |
|
450,087 |
|
43,055 |
|
125,227 |
|
1,903,820 |
|
(2,303,420 |
) |
218,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Term Debt |
|
0 |
|
0 |
|
0 |
|
1,405,991 |
|
0 |
|
1,405,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualified Pension Liabilities |
|
0 |
|
0 |
|
0 |
|
29,112 |
|
0 |
|
29,112 |
|
Supplemental Exec Retire Plan |
|
8,715 |
|
0 |
|
0 |
|
0 |
|
0 |
|
8,715 |
|
FAS 106 - OPEB Liabilities |
|
11,158 |
|
0 |
|
1,107 |
|
0 |
|
0 |
|
12,265 |
|
Long Term Disablility Liab |
|
51,552 |
|
0 |
|
0 |
|
0 |
|
0 |
|
51,552 |
|
Severance Liabilities |
|
1,146 |
|
0 |
|
0 |
|
0 |
|
0 |
|
1,146 |
|
Restricted Stock Liability |
|
(2,575 |
) |
920 |
|
1,655 |
|
0 |
|
0 |
|
0 |
|
Employee Benefit Obligations |
|
69,996 |
|
920 |
|
2,762 |
|
29,112 |
|
0 |
|
102,790 |
|
|
|
SuperMedia |
|
SuperMedia |
|
SuperMedia |
|
SuperMedia |
|
Eliminations |
|
CONSOLIDATED |
|
Deferred Income Tax Liabilities |
|
37,236 |
|
9,420 |
|
(347 |
) |
24,801 |
|
0 |
|
71,110 |
|
Unrecognized Tax Ben - Noncurrent (FIN48) |
|
0 |
|
0 |
|
0 |
|
45,218 |
|
0 |
|
45,218 |
|
Other Noncurrent Liabilities |
|
37,236 |
|
9,420 |
|
(347 |
) |
70,019 |
|
0 |
|
116,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
3 |
|
50 |
|
2 |
|
156 |
|
(55 |
) |
156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital |
|
297,642 |
|
157,045 |
|
28,069 |
|
214,756 |
|
(482,757 |
) |
214,756 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained Earnings |
|
1,840,694 |
|
78,097 |
|
(118,029 |
) |
(698,729 |
) |
(1,800,979 |
) |
(698,946 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comp Income |
|
79,507 |
|
0 |
|
0 |
|
44,791 |
|
(79,507 |
) |
44,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
2,217,846 |
|
235,192 |
|
(89,958 |
) |
(439,026 |
) |
(2,363,298 |
) |
(439,243 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY |
|
2,775,165 |
|
288,587 |
|
37,684 |
|
2,969,916 |
|
(4,666,718 |
) |
1,404,634 |
|
STATUS OF POSTPETITION TAXES
The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero.
Attach photocopies of IRS Form 6123 or payment receipt to verify payment or deposit of federal payroll taxes.
Attach photocopies of any tax returns filed during the reporting period.
|
|
Beginning |
|
Amount |
|
|
|
|
|
|
|
Ending |
|
|
|
Tax |
|
Withheld or |
|
Amount |
|
Date |
|
Check No. |
|
Tax |
|
|
|
Liability |
|
Accrued |
|
Paid |
|
Paid |
|
or EFT |
|
Liability |
|
Federal |
|
|
|
|
|
|
|
|
|
|
|
|
|
Withholding |
|
|
|
|
|
|
|
|
|
|
|
|
|
FICA-Employee |
|
|
|
|
|
|
|
|
|
|
|
|
|
FICA-Employer |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unemployment |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Federal Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
State and Local |
|
|
|
|
|
|
|
|
|
|
|
|
|
Withholding |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
Excise |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unemployment |
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Property |
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal Property |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total State and Local |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE: Debtors are current with all fiduciary taxes.
SUMMARY OF UNPAID DEBTS
|
|
Number of Days Past Due |
| ||||||||||||||||
($ Thousands) |
|
Current |
|
0-30 |
|
31-60 |
|
61-90 |
|
Over 90 |
|
Total |
| ||||||
Accounts Payable and Accrued Liabilities |
|
$ |
108,822 |
|
|
|
|
|
|
|
|
|
$ |
108,822 |
| ||||
Other: Senior Secured Debt Obligations-Current |
|
$ |
36,000 |
|
|
|
|
|
|
|
|
|
$ |
36,000 |
| ||||
Other: Other Current Liabilities |
|
$ |
15,048 |
|
|
|
|
|
|
|
|
|
$ |
15,048 |
| ||||
Other: Senior Secured Debt Obligations-Long Term |
|
$ |
1,405,991 |
|
|
|
|
|
|
|
|
|
$ |
1,405,991 |
| ||||
Other: Employee Benefit Obligations (Non-Current) |
|
$ |
102,790 |
|
|
|
|
|
|
|
|
|
$ |
102,790 |
| ||||
Other: Other Non-Current Liabilities |
|
$ |
116,328 |
|
|
|
|
|
|
|
|
|
$ |
116,328 |
| ||||
Total Debts |
|
$ |
1,784,979 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
1,784,979 |
|
NOTE: See attached Balance Sheet (Schedule MOR 3) for the detail accounts of Accounts Payable and Accrued Liabilities, Other Current Liabilities, Employee Benefit Obligations, and Other Non-Current Liabilities.
*Insider is defined in 11 U.S.C. Section 101(31).
FORM MOR-4
(04/07)
ACCOUNTS RECEIVABLE RECONCILIATION AND AGING
($ Thousands)
Accounts Receivable Reconciliation |
|
Amount |
| |
Total Accounts Receivable at the beginning of the reporting period (April 1, 2013) |
|
$ |
115,022 |
|
+ Amounts billed during the period (including change in allowance for doubtful a/cs) |
|
$ |
87,834 |
|
- Amounts collected during the period |
|
$ |
(97,120 |
) |
Total Accounts Receivable at the end of the reporting period (April 30, 2013) |
|
$ |
105,736 |
|
Accounts Receivable Aging |
|
Amount |
| |
0 - 30 days old |
|
$ |
79,569 |
|
31 - 60 days old |
|
$ |
21,361 |
|
61 - 90 days old |
|
$ |
9,945 |
|
91+ days old |
|
$ |
29,568 |
|
Total Accounts Receivable |
|
$ |
140,443 |
|
Amount considered uncollectible (Bad Debt) |
|
$ |
(34,707 |
) |
Accounts Receivable (Net) |
|
$ |
105,736 |
|
DEBTOR QUESTIONNAIRE
Must be completed each month |
|
Yes |
|
No |
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below. |
|
|
|
ü |
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below. |
|
|
|
ü |
3. Have all postpetition tax returns been timely filed? If no, provide an explanation below. |
|
ü |
|
|
4. Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below. |
|
ü |
|
|
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. |
|
|
|
ü |
FORM MOR-5
(04/07)