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Business and Basis of Presentation | 9 Months Ended
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Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Business and Basis of Presentation | Business and Basis of Presentation Business Dex Media, Inc. ("Dex Media", "we", "us", "our", or the "Company") is a leading provider of local marketing solutions to over 500,000 business clients across the United States. Our more than 2,000 sales employees work directly with our clients to provide multiple local marketing solutions to drive customer leads to our clients. Our local marketing solutions are primarily sold under various "Dex" and "Super" brands, including print yellow page directories, online local search engine websites, mobile local search applications, and placement of our client's information and advertisements on major search engine websites, with which we are affiliated. Our local marketing solutions also include website development, search engine optimization, market analysis, video development and promotion, reputation management, social media marketing, and tracking/reporting of customer leads. Our print yellow page directories are co-branded with various local telephone service providers, including Verizon Communications Inc., AT&T Inc., CenturyLink, Inc., FairPoint Communications, Inc., and Frontier Communications Corporation. We operate as the authorized publisher of print yellow page directories in some of the markets where they provide telephone service, and we hold multiple agreements governing our relationship with each company, including publishing agreements, branding agreements, and non-competition agreements. Basis of Presentation The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States ("GAAP"). Pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"), the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal recurring items and accruals, necessary to fairly present the financial position, results of operations and cash flows of Dex Media and its subsidiaries. All inter-company transactions have been eliminated. The Company is managed as a single business segment. These unaudited interim financial statements, prepared in accordance with GAAP, do not contain all information and footnote disclosures normally included in audited annual financial statements and, as such, should be read in conjunction with the Dex Media Annual Report on Form 10-K for the year ended December 31, 2013. The results of operations for the three and nine months ended September 30, 2014 may not be indicative of results of operations for the 2014 fiscal year. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent liabilities at the date of the financial statements. Actual results could differ from those estimates. Certain prior period amounts on our consolidated financial statements have been reclassified to conform to current year presentation. Correction of an Error in Prior Periods As disclosed in our 2013 Annual Report on Form 10-K, in the fourth quarter of 2013, the Company corrected an error in the application of GAAP that was immaterial to all affected prior periods and was associated with the timing of revenue recognition in prior periods for one of its service offerings, Dex Guaranteed Actions ("DGA"). The prior periods affected were from January 1, 2012 through September 30, 2013. The correction of the error did not have any impact on the Company’s cash flows. Prior to the correction, the Company recognized revenue for DGA as the guaranteed actions were delivered, but would provide service over the entire contract period, even if the guaranteed actions had been delivered before the end of the contract term. The Company believes that the application of GAAP was in error, as Staff Accounting Bulletin Topic 13, "Revenue Recognition," requires that service revenue, such as DGA, be recognized on a straight-line basis over the service period unless evidence suggests that obligations are fulfilled in a different manner. For any one month, DGA revenue should have been recognized at the lesser of the cumulative value of delivered guaranteed actions or the cumulative value of straight-line revenue. The following tables show the impact of the error correction to the three and nine months ended September 30, 2013.
|  | Three Months Ended September 30, 2013
Consolidated Statement of Comprehensive Income (Loss) |  | As Reported |  | Correction |  | As Revised
|  | (in millions, except per share amounts)
Operating revenue |  | $ | 397 |  |  | $ | (5 | ) |  | $ | 392 |
Operating income (loss) |  | (142 | ) |  | (5 | ) |  | (147 | )
Provision (benefit) for income taxes |  | (109 | ) |  | (2 | ) |  | (111 | )
Net income (loss) |  | (132 | ) |  | (3 | ) |  | (135 | )
Comprehensive income (loss) |  | (136 | ) |  | (3 | ) |  | (139 | )
Basic and diluted earnings (loss) per common share |  | (7.66 | ) |  | (0.19 | ) |  | (7.85 | )
|  | Nine Months Ended September 30, 2013
Consolidated Statement of Comprehensive Income (Loss) |  | As Reported |  | Correction |  | As Revised
|  | (in millions, except per share amounts)
Operating revenue |  | $ | 1,030 |  |  | $ | (15 | ) |  | $ | 1,015 |
Operating income (loss) |  | (259 | ) |  | (15 | ) |  | (274 | )
Provision (benefit) for income taxes |  | (258 | ) |  | (11 | ) |  | (269 | )
Net income (loss) |  | (259 | ) |  | (4 | ) |  | (263 | )
Comprehensive income (loss) |  | (269 | ) |  | (4 | ) |  | (273 | )
Basic and diluted earnings (loss) per common share |  | (18.29 | ) |  | (0.26 | ) |  | (18.55 | )
|  | Nine Months Ended September 30, 2013
Consolidated Statement of Cash Flows |  | As Reported |  | Correction |  | As Revised
|  | (in millions)
Net income (loss) |  | $ | (259 | ) |  | $ | (4 | ) |  | $ | (263 | )
Provision (benefit) for deferred income taxes |  | (232 | ) |  | (11 | ) |  | (243 | )
Change in accounts payable and accrued liabilities |  | (30 | ) |  | 15 |  |  | (15 | )
Net cash provided by operating activities |  | 250 |  |  | — |  |  | 250 |
There was no impact to the total cash flows from operating, investing or financing activities. Merger and Bankruptcy Accounting In the periods subsequent to filing for bankruptcy on March 18, 2013 and until emergence from bankruptcy on April 30, 2013, Accounting Standards Codification ("ASC") 852 "Reorganizations" ("ASC 852") was applied in preparing the consolidated financial statements of Dex One Corporation ("Dex One"). ASC 852 requires that the financial statements distinguish transactions and events that are directly associated with the bankruptcy reorganization from the ongoing operations of the business. Accordingly, certain expenses including professional fees, realized gains and losses and provisions for losses that are realized from the reorganization and restructuring process have been classified as reorganization items on the Company's consolidated statements of comprehensive (loss). The Company accounted for the business combination of Dex One and SuperMedia, Inc. ("SuperMedia"), creating Dex Media, using the acquisition method of accounting in accordance with ASC 805 "Business Combinations" ("ASC 805"). For additional information regarding the merger and acquisition accounting, see "Merger and Related Bankruptcy Filing of Dex One and SuperMedia" below and Note 2 - Acquisition Accounting. Merger and Related Bankruptcy Filing of Dex One and SuperMedia Merger Agreement On August 20, 2012, Dex One entered into an Agreement and Plan of Merger ("Merger Agreement") with SuperMedia, Newdex Inc. ("Newdex"), and Spruce Acquisition Sub, Inc., a direct wholly owned subsidiary of Newdex ("Merger Sub") (collectively, the "Merger Entities"). The Merger Agreement provided that, upon the terms and subject to the conditions set forth therein, (1) Dex One would merge with and into Newdex, with Newdex as the surviving entity ("Dex Merger") and subsequently, each share of Dex One common stock would convert into 0.2 shares of common stock of Newdex and (2) immediately following consummation of the Dex Merger, Merger Sub would merge with and into SuperMedia, with SuperMedia as the surviving entity and become a direct wholly owned subsidiary of Newdex (the "SuperMedia Merger" and together with the Dex Merger, the "Mergers") with each share of SuperMedia common stock converting into 0.4386 shares of common stock of Newdex. As a result of the Mergers, Newdex, as successor to Dex One, was renamed Dex Media, Inc. and became a newly listed company. On December 5, 2012, the Merger Entities entered into an Amended and Restated Agreement and Plan of Merger ("Amended and Restated Merger Agreement"), which upheld the basic economic terms and strategic merits of the Mergers included in the original Merger Agreement, and, among other things, provided that if either Dex One or SuperMedia were unable to obtain the requisite consents to the Mergers from its shareholders and to the contemplated amendments to its respective financing agreements from its senior secured lenders to consummate the transactions on an out-of-court basis, the Mergers may be effected through voluntary pre-packaged plans of reorganization under a Chapter 11 bankruptcy proceeding. Because neither Dex One nor SuperMedia were able to obtain the requisite unanimous consents to the contemplated amendments to their respective financing agreements to effectuate the Mergers out of court, each of Dex One and SuperMedia and all of their domestic subsidiaries voluntarily filed a pre-packaged bankruptcy under Chapter 11 on March 18, 2013. Bankruptcy Filing and Emergence On March 18, 2013, Dex One and all of its subsidiaries filed voluntary bankruptcy petitions in the United States Bankruptcy Court for the District of Delaware ("Bankruptcy Court") for reorganization under the provisions of the Bankruptcy Code. Concurrently with filing the bankruptcy petitions, Dex One and its subsidiaries filed and requested confirmation of a Joint Prepackaged Chapter 11 Plan (as modified and supplemented, the "Dex One Prepackaged Plan"), seeking to effect the Mergers and related transactions contemplated by the Amended and Restated Merger Agreement. Also on March 18, 2013, SuperMedia and all of its domestic subsidiaries filed separate voluntary bankruptcy petitions in the Bankruptcy Court, seeking approval of SuperMedia's separate prepackaged plan of reorganization (together with the Dex One Prepackaged Plan, the "Prepackaged Plans"). On April 29, 2013, the Bankruptcy Court held a hearing and entered separate orders confirming the Prepackaged Plans. On April 30, 2013, Dex One and SuperMedia; (1) consummated the Mergers and other transactions contemplated by the Amended and Restated Merger Agreement, including (a) the amendment and restatement of SuperMedia's senior secured credit facility, (b) the Dex Merger, (c) the SuperMedia Merger, and (d) the amendment and restatement of the credit facilities of R.H. Donnelley Inc., Dex Media West, Inc., and Dex Media East, Inc.; (2) otherwise effected the transactions contemplated by the Prepackaged Plans; and (3) emerged from Chapter 11 protection. On April 30, 2013, the Company emerged from bankruptcy. Effective with the emergence from bankruptcy, the Mergers were consummated on April 30, 2013. Subsequent to the Dex Merger, Dex One shareholders received 0.2 shares of Dex Media common stock for each share of Dex One common stock that they owned, which reflects a 1-for-5 reverse stock split of Dex One common stock. As a result of the reverse stock split of Dex One common stock, all outstanding common stock, and per share amounts contained in the financial statements and related notes have been retroactively adjusted to reflect this reverse stock split for all periods presented. The reverse stock split was effective April 30, 2013. Subsequent to the SuperMedia Merger, SuperMedia shareholders received 0.4386 shares of Dex Media common stock for each share of SuperMedia common stock that they owned. Recent Accounting Pronouncements In June 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on our financial statements. In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," ("ASU 2014-09"). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures. In July 2013, the FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU 2013-11"), which clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company has adopted the provisions of ASU 2013-11 as required, and it did not have a material impact on our financial statements.

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