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):
July 30, 2013
DEX MEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
1-35895 |
|
13-2740040 |
(State of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
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 (the Petition Date), 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 July 30, 2013, the reorganized Dex One Debtors and the reorganized SuperMedia Debtors filed post-confirmation quarterly reports in their respective Chapter 11 proceedings (collectively, the Quarterly Reports) for the period beginning on April 30, 2013 and ending on June 30, 2013, with the Bankruptcy Court. The Quarterly Reports are limited in scope, cover a limited time period and have been prepared solely for the purpose of complying with the reporting requirements of the Office of the United States Trustee of the District of Delaware and the Bankruptcy Court. The Quarterly 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 Quarterly Reports do not include all of the adjustments, information and footnotes required by GAAP. Therefore, the Quarterly 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 Quarterly Reports are complete, and the Quarterly Reports may be subject to revision. Results set forth in the Quarterly Reports should not be viewed as indicative of future results. Dex Media cautions readers not to place undue reliance upon the Quarterly 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 Quarterly Report is attached hereto as Exhibit 99.1 and incorporated herein by reference, and the SuperMedia Quarterly 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 Corporation Post-Confirmation Quarterly Report, filed July 30, 2013. |
|
|
|
99.2 |
|
SuperMedia Inc. Post-Confirmation Quarterly Report, filed July 30, 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.
|
SUPERMEDIA INC. | ||
|
| ||
|
By: |
/s/ Samuel D. Jones | |
|
|
Name: |
Samuel D. Jones |
|
|
Title: |
Chief Financial Officer and Treasurer |
|
| ||
|
| ||
Date: July 30 2013 |
|
Exhibit 99.1
OFFICE OF THE UNITED STATES TRUSTEE - REGION 3
POST-CONFIRMATION QUARTERLY SUMMARY REPORT
For the Reporting Period 4/30/2013 - 6/30/2013
This Report is to be submitted for all bank accounts that are presently maintained by the post confirmation debtor.
Debtors Name |
|
Dex One |
|
R.H. |
|
R.H. |
|
Dex Media |
|
Dex Media |
|
Dex Media, |
|
Dex Media |
|
Dex One |
|
Dex One |
|
R.H. |
|
Newdex, Inc. |
|
Spruce |
|
TOTAL |
|
Bankruptcy 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 |
|
|
|
Date of Confirmation |
|
4/30/2013 |
|
4/30/2013 |
|
4/30/2013 |
|
4/30/2013 |
|
4/30/2013 |
|
4/30/2013 |
|
4/30/2013 |
|
4/30/2013 |
|
4/30/2013 |
|
4/30/2013 |
|
4/30/2013 |
|
4/30/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Cash Balance |
|
3,421 |
|
30,090 |
|
0 |
|
53,836 |
|
52,532 |
|
112 |
|
0 |
|
424 |
|
3,933 |
|
0 |
|
0 |
|
0 |
|
144,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All receipts received by the debtor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
Collection of Accounts Receivable |
|
|
|
69,782 |
|
|
|
50,211 |
|
52,564 |
|
|
|
|
|
1,395 |
|
|
|
|
|
|
|
|
|
173,952 |
|
Proceeds from Litigation (settlement or otherwise) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
Sale of Debtors Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
Capital Infusion pursuant to the Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
Total of cash received |
|
0 |
|
69,782 |
|
0 |
|
50,211 |
|
52,564 |
|
0 |
|
0 |
|
1,395 |
|
0 |
|
0 |
|
0 |
|
0 |
|
173,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of cash available |
|
3,421 |
|
99,872 |
|
0 |
|
104,047 |
|
105,096 |
|
112 |
|
0 |
|
1,819 |
|
3,933 |
|
0 |
|
0 |
|
0 |
|
318,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less all disbursements or payments (including payments made under the confirmed plan) made by the Debtor: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disbursements made under the plan, excluding the administrative claims of bankruptcy professionals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
Disbursements made pursuant to the administrative claims of bankruptcy professionals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
All other disbursements made in the ordinary course |
|
|
|
-81,414 |
|
|
|
-58,084 |
|
-47,861 |
|
|
|
|
|
-1,514 |
|
1,162 |
|
|
|
|
|
|
|
-187,711 |
|
Total Disbursements |
|
0 |
|
-81,414 |
|
0 |
|
-58,084 |
|
-47,861 |
|
0 |
|
0 |
|
-1,514 |
|
1,162 |
|
0 |
|
0 |
|
0 |
|
-187,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Cash Balance |
|
3,421 |
|
18,458 |
|
0 |
|
45,963 |
|
57,235 |
|
112 |
|
0 |
|
305 |
|
5,095 |
|
0 |
|
0 |
|
0 |
|
130,589 |
|
Pursuant to 28 U.S.C. Section 1746(2), I hereby declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief. |
|
|
|
|
|
/s/ Clifford Wilson, Vice President and Treasurer |
|
Name/Title |
|
|
|
|
|
July 30, 2013 |
|
Date |
|
Dex One Bank Account Reconciliations |
|
Bank Name |
|
Account Number |
|
Account Holder |
|
Account Type |
|
G/L Account |
|
Book Balance as |
|
| |
Deutsche Bank |
|
XXXX5455 |
|
Dex One Corporation |
|
Concentration |
|
300-10100 |
|
$ |
3,421,216 |
|
|
JP Morgan Chase Bank |
|
XXXX9886 |
|
Dex One Corporation |
|
Investment |
|
|
| ||||
Deutsche Bank |
|
XXXX5463 |
|
R.H. Donnelley Inc. |
|
Concentration |
|
200-10100 |
|
$ |
17,627 |
|
|
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 |
|
$ |
35,983 |
|
|
Deutsche Bank |
|
XXXX601.1 |
|
Dex Media East, Inc. |
|
LOC Collateral |
|
130-17010 |
|
$ |
69,209 |
|
|
Deutsche Bank |
|
XXXX602.1 |
|
Dex Media West, Inc. |
|
LOC Collateral |
|
140-17010 |
|
$ |
103,840 |
|
|
Deutsche Bank |
|
XXXX624.1 |
|
Dex One Digital, Inc. |
|
LOC Collateral |
|
470-17010 |
|
$ |
264,574 |
|
|
Deutsche Bank |
|
XXXX186.1 |
|
Dex One Service, Inc. |
|
LOC Collateral |
|
810-17010 |
|
$ |
1,849,676 |
|
|
JP Morgan Chase Bank |
|
XXXX9218 |
|
R.H. Donnelley Inc. |
|
Disbursement |
|
200-10420 |
|
$ |
81,657 |
|
|
JP Morgan Chase Bank |
|
XXXX7794 |
|
R.H. Donnelley Inc. |
|
Receipts |
|
200-13250 |
|
$ |
369,671 |
|
|
JP Morgan Chase Bank |
|
XXXX7786 |
|
R.H. Donnelley Inc. |
|
Receipts |
|
200-13320 |
|
$ |
1,014,744 |
|
|
JP Morgan Chase Bank |
|
XXXX7802 |
|
R.H. Donnelley Inc. |
|
Receipts |
|
200-10200 |
|
$ |
18,439,795 |
|
|
JP Morgan Chase Bank |
|
XXXX3941 |
|
Dex Media West, Inc. |
|
Concentration |
|
140-10100 |
|
|
|
|
|
JP Morgan Chase Bank |
|
XXXX9292 |
|
Dex Media West, Inc |
|
Investment |
|
|
$ |
56,206,131 |
|
| |
JP Morgan Chase Bank |
|
XXXX7569 |
|
Dex Media West, Inc. |
|
Receipts |
|
140-13250 |
|
$ |
231,161 |
|
|
JP Morgan Chase Bank |
|
XXXX7877 |
|
Dex Media West, Inc. |
|
Receipts |
|
140-13320 |
|
$ |
733,531 |
|
|
JP Morgan Chase Bank |
|
XXXX7869 |
|
Dex Media West, Inc. |
|
Receipts |
|
140-10200 |
|
$ |
1,029,463 |
|
|
JP Morgan Chase Bank |
|
XXXX3968 |
|
Dex Media East, Inc. |
|
Concentration |
|
130-10100 |
|
|
|
|
|
JP Morgan Chase Bank |
|
XXXX9284 |
|
Dex Media East, Inc. |
|
Investment |
|
|
$ |
44,675,174 |
|
| |
JP Morgan Chase Bank |
|
XXXX7551 |
|
Dex Media East, Inc. |
|
Receipts |
|
130-13250 |
|
$ |
326,208 |
|
|
JP Morgan Chase Bank |
|
XXXX7844 |
|
Dex Media East, Inc. |
|
Receipts |
|
130-13320 |
|
$ |
1,049,082 |
|
|
JP Morgan Chase Bank |
|
XXXX7851 |
|
Dex Media East, Inc. |
|
Receipts |
|
130-10200 |
|
$ |
1,288,469 |
|
|
JP Morgan Chase Bank |
|
XXXX0286 |
|
Dex One Corporation |
|
Disbursement |
|
810-20610 |
|
$ |
62,655 |
|
|
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 |
|
|
JP Morgan Chase Bank |
|
XXXX7828 |
|
Dex One Digital, Inc. |
|
Receipts |
|
470-13250 |
|
$ |
221 |
|
|
JP Morgan Chase Bank |
|
XXXX7836 |
|
Dex One Digital, Inc. |
|
Receipts |
|
470-13320 |
|
$ |
28,141 |
|
|
JP Morgan Chase Bank |
|
XXXX7810 |
|
Dex One Digital, Inc. |
|
Receipts |
|
470-10200 |
|
$ |
77,976 |
|
|
JP Morgan Chase Bank |
|
XXXX8554 |
|
Dex One Digital, Inc. |
|
Receipts |
|
470-13250 |
|
closed in May |
|
| |
JP Morgan Chase Bank |
|
XXXX8562 |
|
Dex One Digital, Inc. |
|
Receipts |
|
470-13320 |
|
closed in May |
|
| |
JP Morgan Chase Bank |
|
XXXX3857 |
|
Dex One Service, Inc. |
|
Disbursement |
|
810-20600 |
|
$ |
1,195,788 |
|
|
Silicon Valley Bank |
|
XXXX2623 |
|
Dex One Digital, Inc. |
|
Concentration |
|
470-10100 |
|
$ |
227,339 |
|
|
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 |
|
|
|
|
|
US Bank |
|
XXXX1475 |
|
Dex One Service, Inc |
|
Disbursement |
|
|
$ |
4,550,692 |
|
| |
US Bank |
|
XXXX1850 |
|
Dex One Service, Inc. |
|
Controlled Disbursement |
|
810-10300 |
|
|
|
|
|
US Bank |
|
XXXX8958 |
|
Dex One Service, Inc. |
|
Disbursement |
|
|
|
$ |
83,427 |
|
|
US Bank |
|
XXXX7151 |
|
Dex One Service, Inc. |
|
Disbursement |
|
810-10310 |
|
$ |
461,258 |
|
|
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 |
|
$ |
|
|
|
(Amounts in thousands) Pending final tax |
|
Consolidated |
|
RHD Inc |
|
APIL |
|
RHD |
|
RHDInc |
|
Dex Media |
|
Dex |
|
Dex |
|
Dex Media East |
|
Dex Media |
|
Dex Holdings |
|
Dex One |
|
Dex One |
|
RHD Corp |
|
Consolidated |
|
Cash and Cash Equivalents |
|
131,279 |
|
18,540 |
|
0 |
|
0 |
|
18,540 |
|
112 |
|
0 |
|
0 |
|
45,964 |
|
57,236 |
|
103,312 |
|
305 |
|
5,702 |
|
3,421 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Billed Accounts Receivable |
|
107,812 |
|
47,532 |
|
0 |
|
0 |
|
47,532 |
|
0 |
|
0 |
|
0 |
|
28,181 |
|
29,107 |
|
57,288 |
|
2,992 |
|
0 |
|
0 |
|
0 |
|
Unbilled Receivables |
|
424,165 |
|
184,881 |
|
0 |
|
0 |
|
184,881 |
|
0 |
|
0 |
|
0 |
|
117,802 |
|
118,354 |
|
236,156 |
|
3,129 |
|
0 |
|
0 |
|
0 |
|
Allowance for Doubtful Accounts |
|
(15,050 |
) |
(7,475 |
) |
0 |
|
0 |
|
(7,475 |
) |
0 |
|
0 |
|
0 |
|
(3,272 |
) |
(3,973 |
) |
(7,246 |
) |
(333 |
) |
0 |
|
4 |
|
0 |
|
Net Trade Accounts Receivable |
|
516,928 |
|
224,938 |
|
0 |
|
0 |
|
224,938 |
|
0 |
|
0 |
|
0 |
|
142,710 |
|
143,489 |
|
286,199 |
|
5,787 |
|
0 |
|
4 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable Intercompany |
|
0 |
|
0 |
|
264,456 |
|
(264,456 |
) |
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
(0 |
) |
Deferred Directory Costs |
|
80,483 |
|
33,010 |
|
0 |
|
0 |
|
33,010 |
|
0 |
|
0 |
|
0 |
|
22,316 |
|
23,101 |
|
45,417 |
|
2,056 |
|
0 |
|
0 |
|
0 |
|
Prepaid Expenses |
|
21,683 |
|
5,541 |
|
0 |
|
0 |
|
5,541 |
|
0 |
|
0 |
|
0 |
|
3,880 |
|
4,681 |
|
8,561 |
|
267 |
|
7,313 |
|
0 |
|
0 |
|
Other Current Assets - Receivable |
|
5,312 |
|
1,777 |
|
0 |
|
0 |
|
1,777 |
|
0 |
|
4 |
|
0 |
|
1,468 |
|
1,234 |
|
2,705 |
|
31 |
|
275 |
|
524 |
|
0 |
|
Short-Term Deferred Income Taxes |
|
47,610 |
|
22,967 |
|
12,266 |
|
0 |
|
35,233 |
|
2 |
|
0 |
|
(7 |
) |
3,123 |
|
3,042 |
|
6,160 |
|
129 |
|
6,255 |
|
12 |
|
(179 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
803,295 |
|
306,772 |
|
276,722 |
|
(264,456 |
) |
319,037 |
|
114 |
|
4 |
|
(7 |
) |
219,461 |
|
232,781 |
|
452,354 |
|
8,575 |
|
19,546 |
|
3,961 |
|
(179 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CIP - Fixed Assets |
|
66 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
66 |
|
0 |
|
0 |
|
CIP - Developed Software |
|
4,380 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
4,380 |
|
0 |
|
0 |
|
Developed Software |
|
164,728 |
|
50,065 |
|
0 |
|
0 |
|
50,065 |
|
0 |
|
0 |
|
0 |
|
31,784 |
|
43,455 |
|
75,239 |
|
0 |
|
39,424 |
|
0 |
|
0 |
|
Purchased Software |
|
42,644 |
|
11,503 |
|
0 |
|
0 |
|
11,503 |
|
0 |
|
0 |
|
0 |
|
7,345 |
|
9,744 |
|
17,089 |
|
0 |
|
14,053 |
|
0 |
|
0 |
|
Computer Equipment |
|
2,330 |
|
458 |
|
0 |
|
0 |
|
458 |
|
0 |
|
0 |
|
0 |
|
120 |
|
510 |
|
630 |
|
0 |
|
1,242 |
|
0 |
|
0 |
|
Machinery and Equipment |
|
31,649 |
|
2,950 |
|
0 |
|
0 |
|
2,950 |
|
0 |
|
0 |
|
0 |
|
952 |
|
1,454 |
|
2,407 |
|
0 |
|
26,293 |
|
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 |
|
277,329 |
|
70,157 |
|
0 |
|
0 |
|
70,157 |
|
0 |
|
0 |
|
0 |
|
44,066 |
|
60,125 |
|
104,191 |
|
0 |
|
102,982 |
|
0 |
|
0 |
|
Accumulated Depreciation & Amortization |
|
(190,165 |
) |
(52,680 |
) |
0 |
|
0 |
|
(52,680 |
) |
0 |
|
0 |
|
0 |
|
(32,801 |
) |
(45,982 |
) |
(78,783 |
) |
0 |
|
(58,702 |
) |
0 |
|
0 |
|
Property Plant Equipment Net |
|
87,163 |
|
17,477 |
|
0 |
|
0 |
|
17,477 |
|
0 |
|
0 |
|
0 |
|
11,265 |
|
14,142 |
|
25,407 |
|
0 |
|
44,279 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Financing Costs |
|
8,687 |
|
4,017 |
|
0 |
|
0 |
|
4,017 |
|
0 |
|
0 |
|
0 |
|
2,056 |
|
2,614 |
|
4,670 |
|
0 |
|
0 |
|
0 |
|
0 |
|
Other NonCurrent Assets |
|
75,007 |
|
49,932 |
|
163,179 |
|
(76,420 |
) |
136,691 |
|
281 |
|
0 |
|
(0 |
) |
9,426 |
|
14,931 |
|
24,639 |
|
27 |
|
449 |
|
0 |
|
(86,798 |
) |
Investments Net |
|
81,578 |
|
1,045,098 |
|
0 |
|
(1,045,098 |
) |
0 |
|
215,655 |
|
0 |
|
(215,655 |
) |
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
331,156 |
|
(249,578 |
) |
Intangibles Net |
|
1,625,826 |
|
534,292 |
|
0 |
|
0 |
|
534,292 |
|
0 |
|
0 |
|
0 |
|
486,509 |
|
605,025 |
|
1,091,534 |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
2,681,557 |
|
1,957,589 |
|
439,900 |
|
(1,385,975 |
) |
1,011,514 |
|
216,051 |
|
4 |
|
(215,662 |
) |
728,717 |
|
869,493 |
|
1,598,604 |
|
8,602 |
|
64,274 |
|
335,118 |
|
(336,555 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Directory Revenue |
|
487,809 |
|
199,088 |
|
0 |
|
0 |
|
199,088 |
|
0 |
|
0 |
|
0 |
|
140,154 |
|
141,968 |
|
282,122 |
|
6,598 |
|
0 |
|
0 |
|
0 |
|
Accounts Payable |
|
12,905 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
12,905 |
|
0 |
|
0 |
|
Payroll Payable |
|
(146 |
) |
(0 |
) |
0 |
|
0 |
|
(0 |
) |
0 |
|
(0 |
) |
0 |
|
(0 |
) |
0 |
|
(0 |
) |
0 |
|
(146 |
) |
0 |
|
0 |
|
Sales and Use Tax Payable |
|
3,878 |
|
172 |
|
0 |
|
0 |
|
172 |
|
0 |
|
0 |
|
0 |
|
1,061 |
|
1,208 |
|
2,268 |
|
13 |
|
1,425 |
|
0 |
|
0 |
|
Customer Refunds Payable |
|
3,794 |
|
1,338 |
|
0 |
|
0 |
|
1,338 |
|
0 |
|
0 |
|
0 |
|
939 |
|
946 |
|
1,886 |
|
570 |
|
0 |
|
0 |
|
0 |
|
Other Accrued Liabilities |
|
39,539 |
|
11,765 |
|
6,333 |
|
0 |
|
18,099 |
|
(12 |
) |
(0 |
) |
0 |
|
3,244 |
|
6,918 |
|
10,150 |
|
21 |
|
22,250 |
|
(10,980 |
) |
0 |
|
Payables Intercompany |
|
(14,921 |
) |
218,420 |
|
(2,983 |
) |
(234,402 |
) |
(18,965 |
) |
5 |
|
1,507 |
|
4 |
|
(9,571 |
) |
(12,764 |
) |
(20,818 |
) |
4,564 |
|
12,520 |
|
7,782 |
|
(4 |
) |
Short-term Deferred Tax |
|
759 |
|
0 |
|
0 |
|
0 |
|
0 |
|
7 |
|
0 |
|
(7 |
) |
0 |
|
0 |
|
(0 |
) |
279 |
|
780 |
|
104 |
|
(404 |
) |
Accrued Interest Payable |
|
30,705 |
|
12,142 |
|
0 |
|
0 |
|
12,142 |
|
0 |
|
0 |
|
0 |
|
4,191 |
|
6,370 |
|
10,562 |
|
0 |
|
0 |
|
8,002 |
|
0 |
|
Current Portion of LT Debt |
|
155,421 |
|
43,650 |
|
0 |
|
0 |
|
43,650 |
|
0 |
|
0 |
|
0 |
|
61,005 |
|
50,766 |
|
111,771 |
|
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 |
|
39,413 |
|
76,576 |
|
198 |
|
(76,420 |
) |
354 |
|
369 |
|
0 |
|
0 |
|
25,876 |
|
76,066 |
|
102,311 |
|
42 |
|
13,403 |
|
9,875 |
|
(86,573 |
) |
Non-Current Debt |
|
1,747,762 |
|
679,419 |
|
0 |
|
0 |
|
679,419 |
|
0 |
|
0 |
|
0 |
|
429,371 |
|
411,575 |
|
840,946 |
|
0 |
|
0 |
|
227,397 |
|
0 |
|
Other Non Current Liabilities |
|
81,695 |
|
35,349 |
|
4,097 |
|
0 |
|
39,447 |
|
22 |
|
41,073 |
|
0 |
|
414 |
|
240 |
|
41,749 |
|
422 |
|
79 |
|
(3 |
) |
1 |
|
Total Postpetition Liabilities |
|
2,588,614 |
|
1,308,217 |
|
7,646 |
|
(341,119 |
) |
974,743 |
|
391 |
|
42,580 |
|
(2 |
) |
656,685 |
|
683,294 |
|
1,382,948 |
|
12,509 |
|
63,216 |
|
242,178 |
|
(86,980 |
) |
Liabilities Subject to Compromise: |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
Total Liabilities: |
|
2,588,614 |
|
1,308,217 |
|
7,646 |
|
(341,119 |
) |
974,743 |
|
391 |
|
42,580 |
|
(2 |
) |
656,685 |
|
683,294 |
|
1,382,948 |
|
12,509 |
|
63,216 |
|
242,178 |
|
(86,980 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital: |
|
1,550,445 |
|
464,451 |
|
71,936 |
|
36,966 |
|
573,352 |
|
(118,600 |
) |
(24,012 |
) |
0 |
|
576,706 |
|
807,014 |
|
1,241,108 |
|
57,206 |
|
(20,999 |
) |
(307,065 |
) |
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: |
|
17 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
17 |
|
0 |
|
Treasury Stock: |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
Other Comprehensive Income - Pension: |
|
(43,136 |
) |
(19,734 |
) |
0 |
|
0 |
|
(19,734 |
) |
(23,402 |
) |
(18,563 |
) |
23,298 |
|
(2,550 |
) |
(2,185 |
) |
(23,402 |
) |
0 |
|
0 |
|
(43,136 |
) |
43,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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): |
|
(34,228 |
) |
13,415 |
|
19,717 |
|
(19,474 |
) |
13,657 |
|
(39,395 |
) |
0 |
|
39,441 |
|
(17,693 |
) |
(21,752 |
) |
(39,399 |
) |
(647 |
) |
524 |
|
(34,231 |
) |
25,868 |
|
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: |
|
(1,414,383 |
) |
(466,122 |
) |
372,209 |
|
(379,182 |
) |
(473,094 |
) |
(925,979 |
) |
(0 |
) |
1,044,683 |
|
(468,952 |
) |
(575,735 |
) |
(925,983 |
) |
(60,718 |
) |
29,762 |
|
(1,407,544 |
) |
1,423,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity: |
|
92,943 |
|
649,372 |
|
432,255 |
|
(1,044,856 |
) |
36,771 |
|
215,660 |
|
(42,576 |
) |
(215,660 |
) |
72,032 |
|
186,199 |
|
215,656 |
|
(3,907 |
) |
1,058 |
|
92,940 |
|
(249,575 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities & Equity: |
|
2,681,557 |
|
1,957,589 |
|
439,900 |
|
(1,385,975 |
) |
1,011,514 |
|
216,051 |
|
4 |
|
(215,662 |
) |
728,717 |
|
869,493 |
|
1,598,604 |
|
8,602 |
|
64,274 |
|
335,118 |
|
(336,555 |
) |
Exhibit 99.2
OFFICE OF THE UNITED STATES TRUSTEE - REGION 3
POST-CONFIRMATION QUARTERLY SUMMARY REPORT - SUPERMEDIA
For the Reporting Period 4/30/2013 - 6/30/2013
This Report is to be submitted for all bank accounts that are presently maintained by the post confirmation debtor.
Beginning Cash Balance: |
|
$ |
153,606,157 |
|
|
| |
|
|
|
|
|
| ||
All receipts received by the debtor: |
|
|
|
|
| ||
|
|
|
|
|
| ||
Cash Sales: |
|
$ |
176,963,011 |
|
|
| |
|
|
|
|
|
| ||
Collection of Accounts Receivable: |
|
$ |
|
|
|
| |
|
|
|
|
|
| ||
Proceeds from Litigation (settlement or otherwise): |
|
$ |
|
|
|
| |
|
|
|
|
|
| ||
Sale of Debtors Assets: |
|
$ |
|
|
|
| |
|
|
|
|
|
| ||
Capital Infusion pursuant to the Plan: |
|
$ |
|
|
|
| |
|
|
|
|
|
| ||
Total of cash received: |
|
$ |
|
|
|
| |
|
|
|
|
|
| ||
Total of cash available: |
|
|
|
$ |
330,569,168 |
| |
|
|
|
|
|
| ||
Less all disbursements or payments (including payments made under the confirmed plan) made by the Debtor: |
|
|
|
|
| ||
|
|
|
|
|
| ||
Disbursements made under the plan, excluding the administrative claims of bankruptcy professionals: |
|
|
|
$ |
|
| |
|
|
|
|
|
| ||
Disbursements made pursuant to the administrative claims of bankruptcy professionals: |
|
|
|
$ |
(486,895 |
) | |
|
|
|
|
|
| ||
All other disbursements made in the ordinary course: |
|
|
|
$ |
(217,604,147 |
) | |
|
|
|
|
|
| ||
Total Disbursements (1) |
|
|
|
$ |
(218,091,042 |
) | |
|
|
|
|
|
| ||
Ending Cash Balance |
|
|
|
$ |
112,478,126 |
|
Note (1): Total Disbursements include cash outflows due to debt principal payments of $58M in May and June.
These disbursements are allocated to SuperMedia Inc.
Pursuant to 28 U.S.C. Section 1746(2), I hereby declare |
|
under penalty of perjury that the foregoing is true and |
|
correct to the best of my knowledge and belief. |
|
|
|
/s/ Clifford E. Wilson Vice President and Assistant Treasurer |
|
Name/Title |
|
|
|
|
|
July 30, 2013 |
|
Date |
|
OFFICE OF THE UNITED STATES TRUSTEE - REGION 3
POST-CONFIRMATION QUARTERLY SUMMARY REPORT - SUPERMEDIA
For the Reporting Period 4/30/2013 - 6/30/2013
This Report is to be submitted for all bank accounts that are presently maintained by the post confirmation debtor.
Debtors Name |
|
SuperMedia LLC |
|
SuperMedia |
|
SuperMedia |
|
SuperMedia, Inc. |
|
Consolidated |
|
Date of Confirmation |
|
4/30/2013 |
|
4/30/2013 |
|
4/30/2013 |
|
4/30/2013 |
|
4/30/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Cash Balance |
|
153,606,157 |
|
|
|
|
|
|
|
153,606,157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
All receipts received by the debtor |
|
|
|
|
|
|
|
|
|
|
|
Cash Sales |
|
176,963,011 |
|
|
|
|
|
|
|
176,963,011 |
|
Collection of Accounts Receivable |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from Litigation (settlement or otherwise) |
|
|
|
|
|
|
|
|
|
|
|
Sale of Debtors Assets |
|
|
|
|
|
|
|
|
|
|
|
Capital Infusion pursuant to the Plan |
|
|
|
|
|
|
|
|
|
|
|
Total of cash received |
|
176,963,011 |
|
|
|
|
|
|
|
176,963,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total of cash available |
|
330,569,168 |
|
|
|
|
|
|
|
330,569,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less all disbursements or payments (including payments made under the confirmed plan) made by the Debtor: |
|
|
|
|
|
|
|
|
|
|
|
Disbursements made under the plan, excluding the administrative claims of bankruptcy professionals |
|
|
|
|
|
|
|
|
|
|
|
Disbursements made pursuant to the administrative claims of bankruptcy professionals |
|
(486,895 |
) |
|
|
|
|
|
|
(486,895 |
) |
All other disbursements made in the ordinary course |
|
(27,901,015 |
) |
(40,613,601 |
) |
(50,429,821 |
) |
(98,659,710 |
) |
(217,604,147 |
) |
Total Disbursements (1) |
|
(28,387,910 |
) |
(40,613,601 |
) |
(50,429,821 |
) |
(98,659,710 |
) |
(218,091,042 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Ending Cash Balance |
|
302,181,258 |
|
(40,613,601 |
) |
(50,429,821 |
) |
(98,659,710 |
) |
112,478,126 |
|
Note (1): Total Disbursements include cash outflows due to debt principal payments of $58M in May and June.
These disbursements are allocated to SuperMedia Inc.
SuperMedia |
|
Bank Account Balances | |
| |
| |
|
Account |
|
06/30/13 |
|
STATE STREET TREASURY PLUS |
|
1,000,001.64 |
|
SSGA SSLMMF |
|
76,835,034.99 |
|
BAML4420 |
|
|
|
BAML5138 |
|
231,648.63 |
|
BAML5421 |
|
50,092.40 |
|
BAML9078 |
|
2,760,312.30 |
|
JPMC2840 |
|
|
|
JPMC4838 |
|
34,529,551.38 |
|
JPMC6202 |
|
|
|
JPMC6620 |
|
8,461.38 |
|
JPMC6639 |
|
(100,038.52 |
) |
JPMC3096 |
|
|
|
Total Cash-in-bank (1) |
|
115,315,064.20 |
|
Note (1): Reconciliation to balance sheet cash:
Total Cash-in-bank |
|
115,315,064.20 |
|
Reclass of AP Outstanding Check clearing |
|
(2,836,937.83 |
) |
Balance Sheet Cash as of 6/30/13 |
|
112,478,126.37 |
|
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In Re: |
|
Chapter 11 |
SuperMedia., et al. |
|
Case Number: 13-10545 (KG) |
Debtors |
|
Reporting Period: June 30, 2013 |
|
|
Jointly Administered |
|
|
Hon. Kevin Gross |
SuperMedia
Balance Sheet by Legal Entity ( $ Thousands )
06/30/2013
(Pending Final Tax Reclassifications) |
|
SuperMedia |
|
SuperMedia |
|
SuperMedia |
|
SuperMedia |
|
Eliminations |
|
CONSOLIDATED |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents |
|
112,478 |
|
0 |
|
(0 |
) |
0 |
|
0 |
|
112,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Notes Receivable - Affiliate |
|
2,240,994 |
|
247,509 |
|
39,344 |
|
2,653 |
|
(2,530,735 |
) |
(235 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade - Billed - Local |
|
122,566 |
|
0 |
|
0 |
|
0 |
|
0 |
|
122,566 |
|
Trade - Billed - National |
|
21,703 |
|
0 |
|
0 |
|
0 |
|
0 |
|
21,703 |
|
Trade - Billed - Subtotal |
|
144,270 |
|
0 |
|
0 |
|
0 |
|
0 |
|
144,270 |
|
Affiliate Accounts Receivable |
|
190,302 |
|
93,912 |
|
111,141 |
|
1,735 |
|
(397,328 |
) |
(238 |
) |
Other Receivables - Subtotal |
|
190,302 |
|
93,912 |
|
111,141 |
|
1,735 |
|
(397,328 |
) |
(238 |
) |
Allowance for Doubtful Accounts |
|
(32,582 |
) |
0 |
|
0 |
|
0 |
|
0 |
|
(32,582 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable (Net of Allowance) |
|
301,990 |
|
93,912 |
|
111,141 |
|
1,735 |
|
(397,328 |
) |
111,450 |
|
Unbilled Receivable |
|
211,340 |
|
0 |
|
0 |
|
0 |
|
0 |
|
211,340 |
|
Accrued Taxes Receivable |
|
(94,540 |
) |
(27,225 |
) |
(7,905 |
) |
123,302 |
|
0 |
|
(6,368 |
) |
Deferred Directory Costs |
|
41,906 |
|
12,954 |
|
0 |
|
0 |
|
0 |
|
54,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Receivable |
|
17,488 |
|
2,095 |
|
(784 |
) |
(18,802 |
) |
0 |
|
(2 |
) |
Deferred Income Tax Benefit |
|
(80,499 |
) |
3,186 |
|
3,082 |
|
(5,598 |
) |
0 |
|
(79,828 |
) |
Total Prepayments |
|
8,464 |
|
207 |
|
685 |
|
0 |
|
0 |
|
9,356 |
|
Other Current Assets |
|
7 |
|
21,000 |
|
0 |
|
0 |
|
0 |
|
21,007 |
|
Prepaid expenses and Other |
|
(54,540 |
) |
26,489 |
|
2,983 |
|
(24,399 |
) |
0 |
|
(49,467 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets |
|
2,759,628 |
|
353,639 |
|
145,563 |
|
103,290 |
|
(2,928,064 |
) |
434,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, Plant, and Equipment |
|
2,287 |
|
39,305 |
|
3,030 |
|
0 |
|
0 |
|
44,622 |
|
Accumulated Depreciation |
|
(128 |
) |
(3,433 |
) |
(116 |
) |
0 |
|
0 |
|
(3,677 |
) |
Fixed Assets & Computer Software, net |
|
2,159 |
|
35,873 |
|
2,914 |
|
0 |
|
0 |
|
40,945 |
|
Goodwill |
|
0 |
|
0 |
|
0 |
|
396,263 |
|
0 |
|
396,263 |
|
Intangible Assets, net |
|
590,777 |
|
0 |
|
0 |
|
0 |
|
0 |
|
590,777 |
|
Pensions |
|
0 |
|
0 |
|
0 |
|
49,904 |
|
0 |
|
49,904 |
|
Other |
|
153,604 |
|
482 |
|
175 |
|
2,667,286 |
|
(2,825,850 |
) |
(4,303 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
3,506,169 |
|
389,993 |
|
148,652 |
|
3,216,744 |
|
(5,753,914 |
) |
1,507,643 |
|
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In Re: |
|
Chapter 11 |
SuperMedia., et al. |
|
Case Number: 13-10545 (KG) |
Debtors |
|
Reporting Period: June 30, 2013 |
|
|
Jointly Administered |
|
|
Hon. Kevin Gross |
SuperMedia
Balance Sheet by Legal Entity ( $ Thousands )
06/30/2013
(Pending Final Tax Reclassifications) |
|
SuperMedia |
|
SuperMedia |
|
SuperMedia |
|
SuperMedia |
|
Eliminations |
|
CONSOLIDATED |
|
Liabilities & Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Maturing within one year |
|
289,741 |
|
16,510 |
|
122,720 |
|
2,108,762 |
|
(2,530,735 |
) |
6,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable - Nonaffiliate |
|
2,715 |
|
3,661 |
|
91 |
|
0 |
|
0 |
|
6,467 |
|
Accounts Payable - Affiliate |
|
220,251 |
|
85,624 |
|
98,457 |
|
2,034 |
|
(397,328 |
) |
9,037 |
|
Accrued Payroll |
|
985 |
|
1,101 |
|
6,719 |
|
0 |
|
0 |
|
8,805 |
|
Accrued Vacation |
|
2,528 |
|
4,466 |
|
5,154 |
|
0 |
|
0 |
|
12,149 |
|
Accrued Medical and Other Insurance |
|
3,469 |
|
0 |
|
0 |
|
0 |
|
0 |
|
3,469 |
|
Additional Employee Compensation Plans |
|
17,311 |
|
935 |
|
2,721 |
|
0 |
|
0 |
|
20,967 |
|
Other Accrued Payroll Benefits |
|
5,744 |
|
(139 |
) |
500 |
|
0 |
|
0 |
|
6,105 |
|
Accrued General Taxes |
|
10,609 |
|
2,912 |
|
332 |
|
164 |
|
0 |
|
14,018 |
|
Accrued Other Liabilities |
|
2,434 |
|
24,501 |
|
14 |
|
0 |
|
0 |
|
26,950 |
|
Advanced Billing and Payments |
|
13,925 |
|
0 |
|
0 |
|
0 |
|
0 |
|
13,925 |
|
Other Curr Liab - Other |
|
451 |
|
76 |
|
177 |
|
0 |
|
0 |
|
704 |
|
Accounts Payable and Accrued Liabilities |
|
280,423 |
|
123,139 |
|
114,165 |
|
2,198 |
|
(397,328 |
) |
122,597 |
|
Accrued Interest - Nonaffiliate |
|
0 |
|
0 |
|
0 |
|
1,338 |
|
0 |
|
1,338 |
|
Deferred Revenue |
|
20,758 |
|
0 |
|
0 |
|
0 |
|
0 |
|
20,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities and Current Maturity |
|
590,922 |
|
139,649 |
|
236,885 |
|
2,112,298 |
|
(2,928,064 |
) |
151,690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Term Debt |
|
0 |
|
0 |
|
0 |
|
1,027,855 |
|
0 |
|
1,027,855 |
|
Employee Benefit Obligations |
|
68,080 |
|
0 |
|
966 |
|
25,630 |
|
0 |
|
94,676 |
|
Deferred Income Tax Liabilities |
|
180,456 |
|
10,045 |
|
(1,772 |
) |
17,757 |
|
0 |
|
206,486 |
|
Unrecognized Tax Ben - Noncurrent (FIN48) |
|
269 |
|
0 |
|
0 |
|
45,216 |
|
0 |
|
45,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity (deficit): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
3 |
|
50 |
|
2 |
|
0 |
|
(55 |
) |
(0 |
) |
Additional Paid-in Capital |
|
297,642 |
|
157,045 |
|
28,069 |
|
81,578 |
|
(482,757 |
) |
81,578 |
|
Retained Earnings |
|
2,368,796 |
|
83,204 |
|
(115,498 |
) |
(86,974 |
) |
(2,342,257 |
) |
(92,729 |
) |
Accumulated Other Comp Income |
|
0 |
|
0 |
|
0 |
|
(6,616 |
) |
(781 |
) |
(7,397 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity |
|
2,666,441 |
|
240,299 |
|
(87,426 |
) |
(12,012 |
) |
(2,825,850 |
) |
(18,549 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND EQUITY |
|
3,506,169 |
|
389,993 |
|
148,652 |
|
3,216,744 |
|
(5,753,914 |
) |
1,507,643 |
|