Back to GetFilings.com



Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
     
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the quarterly period ended March 31, 2005
OR
 
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the transition period from           to
Commission File Number: 333-112694
Dex Media West LLC
(Exact name of registrant as specified in its charter)
     
Delaware   25-1903487
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer
Identification No.)
198 Inverness Drive West
Englewood, Colorado
80112
(Address of principal executive offices)
(303) 784-2900
(Registrant’s telephone number, including area code)
     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o
      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes o          No þ
      THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTIONS H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
 
 


TABLE OF CONTENTS
             
 PART I: FINANCIAL INFORMATION     2  
   Financial Statements     2  
     Condensed Consolidated Balance Sheets (unaudited) — March 31, 2005 and December 31, 2004     2  
     Condensed Consolidated Statements of Operations (unaudited) — Three months ended March 31, 2005 and 2004     3  
     Condensed Consolidated Statements of Cash Flows (unaudited) — Three months ended March 31, 2005 and 2004     4  
     Notes to Condensed Consolidated Financial Statements (unaudited)     5  
   Management’s Narrative Analysis of Results of Operations*     14  
   Quantitative and Qualitative Disclosures About Market Risk     22  
   Controls and Procedures     22  
 PART II: OTHER INFORMATION     23  
   Legal Proceedings     23  
   Unregistered Sales of Equity Securities and Use of Proceeds     23  
   Defaults Upon Senior Securities     23  
   Submission of Matters to a Vote of Security Holders     23  
   Other Information     23  
   Exhibits     23  
 Signature     24  
 Certification of CEO Pursuant to Section 302
 Certification of CFO Pursuant to Section 302
 
Pursuant to General Instructions H(2)(a) of Form 10-Q: (i) the information called for by Item 2 of Part I, Management’s Discussion and Analysis of Financial Condition and Results of Operations, has been omitted and (ii) the registrant is providing a management’s narrative analysis of results of operations.

1


Table of Contents

PART I.
FINANCIAL INFORMATION
Item 1. Financial Statements
DEX MEDIA WEST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
                     
    As of   As of
    March 31,   December 31,
    2005   2004
         
ASSETS
Current assets:
               
 
Cash and cash equivalents
  $     $ 8,933  
 
Accounts receivable, net
    52,399       48,109  
 
Deferred directory costs
    169,832       155,819  
 
Current deferred income taxes
    23,995       5,265  
 
Other current assets
    9,752       7,259  
             
   
Total current assets
    255,978       225,385  
Property, plant and equipment, net
    51,021       50,721  
Goodwill
    2,190,715       2,190,715  
Intangible assets, net
    1,621,980       1,669,985  
Deferred income taxes
          10,438  
Deferred financing costs
    70,994       75,962  
Other assets
    1,636       1,636  
             
   
Total Assets
  $ 4,192,324     $ 4,224,842  
             
 
LIABILITIES AND OWNER’S EQUITY
Current liabilities:
               
 
Accounts payable
  $ 18,924     $ 9,398  
 
Employee compensation
    3,350        
 
Amounts due to affiliate
    17,302       30,022  
 
Deferred revenue and customer deposits
    119,983       111,068  
 
Accrued interest payable
    24,861       43,739  
 
Current portion of long-term debt
    110,859       84,302  
 
Other accrued liabilities
    15,066       8,295  
             
   
Total current liabilities
    310,345       286,824  
Long-term debt
    2,754,941       2,836,498  
Post-retirement and other post-employment benefit obligations
    8,472        
Amounts due to affiliate related to post-retirement and other post-employment obligations
    35,616       42,252  
Deferred income taxes
    17,456        
Other liabilities
    56       135  
             
   
Total Liabilities
    3,126,886       3,165,709  
             
Commitments and contingencies (Note 9)
               
Owner’s interest
    1,076,325       1,084,327  
Accumulated deficit
    (10,887 )     (25,194 )
             
   
Total Owner’s Equity
    1,065,438       1,059,133  
             
   
Total Liabilities and Owner’s Equity
  $ 4,192,324     $ 4,224,842  
             
See accompanying notes to condensed consolidated financial statements.

2


Table of Contents

DEX MEDIA WEST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)
                     
    Three Months Ended
    March 31,
     
    2005   2004
         
Revenue
  $ 230,465     $ 207,388  
Operating expenses:
               
 
Cost of revenue
    69,744       62,822  
 
General and administrative expense
    23,598       22,749  
 
Bad debt expense
    5,067       6,109  
 
Depreciation and amortization expense
    4,023       3,839  
 
Amortization of intangibles
    48,005       57,829  
             
   
Total operating expenses
    150,437       153,348  
             
   
Operating income
    80,028       54,040  
Other (income) expense:
               
 
Interest income
    (167 )     (143 )
 
Interest expense
    56,689       55,176  
Other (income) expense, net
    32        
             
   
Income (loss) before income taxes
    23,474       (993 )
Income tax provision (benefit)
    9,167       (394 )
             
   
Net income (loss)
  $ 14,307     $ (599 )
             
See accompanying notes to condensed consolidated financial statements.

3


Table of Contents

DEX MEDIA WEST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
                       
    Three Months Ended
    March 31,
     
    2005   2004
         
Operating activities:
               
 
Net income (loss)
  $ 14,307     $ (599 )
 
Adjustments to net income (loss):
               
   
Bad debt expense
    5,067       6,109  
   
Depreciation and amortization expense
    4,023       3,839  
   
Amortization of intangibles
    48,005       57,829  
   
Amortization of deferred financing costs
    5,226       6,862  
   
Stock-based compensation expense
    253        
   
Loss on disposition of assets
    32        
   
Deferred tax provision (benefit)
    9,167       (394 )
 
Changes in operating assets and liabilities:
               
   
Accounts receivable
    (9,357 )     (11,323 )
   
Deferred directory costs
    (14,013 )     (22,075 )
   
Other current assets
    (2,493 )     2,395  
   
Accounts payable and other liabilities
    17,678       10,240  
   
Accrued interest
    (18,878 )     (28,371 )
   
Deferred revenue and customer deposits
    8,915       33,883  
   
Amounts due to affiliates
    (10,753 )     (13,743 )
   
Other long-term liabilities
    (79 )      
   
Employee benefit plan obligations
    335        
   
Amounts due to affiliate related to post-retirement and other post-employment benefits
    1,500       1,700  
             
     
Cash provided by operating activities
    58,935       46,352  
             
Investing activities:
               
 
Expenditures for property, plant and equipment
    (664 )     (4,505 )
 
Capitalized software development costs
    (3,691 )     (11,143 )
 
Acquisition of Dex West
          5,251  
             
     
Cash used for investing activities
    (4,355 )     (10,397 )
             
Financing activities:
               
 
Proceeds from borrowings on revolving credit facility
          23,000  
 
Repayments of borrowings on revolving credit facility
          (23,000 )
 
Payments on long-term debt
    (55,000 )     (30,000 )
 
Payment of financing costs
    (258 )     (157 )
 
Distribution to owner
    (8,255 )     (2,087 )
             
     
Cash used for financing activities
    (63,513 )     (32,244 )
             
Cash and cash equivalents:
               
 
(Decrease) increase
    (8,933 )     3,711  
 
Beginning balance
    8,933       4,658  
             
     
Ending balance
  $     $ 8,369  
             
Supplemental cash flow disclosures:
               
Interest paid
  $ 65,692     $ 76,735  
See accompanying notes to condensed consolidated financial statements.

4


Table of Contents

DEX MEDIA WEST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Description of business
     (a) The Company
      Dex Media West LLC (“Dex Media West” or the “Company”) is a subsidiary of Dex Media West, Inc. and an indirect wholly-owned subsidiary of Dex Media, Inc. (“Dex Media”). Dex Media West operates the directory business in Arizona, Idaho, Montana, Oregon, Utah, Washington and Wyoming (collectively, the “Dex West States”).
      The directory business was acquired from Qwest Dex, Inc. (“Qwest Dex”) in a two phase purchase between Dex Holdings LLC (“Dex Holdings”), the former parent of Dex Media and Qwest Dex. Dex Holdings and Dex Media were formed by the private equity firms of The Carlyle Group and Welsh, Carson, Anderson & Stowe (“WCAS”) (collectively, the “Sponsors”).
      In the first phase of the purchase, which was consummated on November 8, 2002, Dex Holdings assigned to Dex Media East LLC (“Dex Media East”), another indirect wholly-owned subsidiary of Dex Media, its right to purchase the directory business of Qwest Dex in Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota. In the second phase of the purchase, which was consummated on September 9, 2003 (the “Acquisition”), Dex Holdings assigned its right to purchase the directory business of Qwest Dex in the Dex West States (“Dex West”) to the Company. Dex Holdings was dissolved effective January 1, 2005.
     (b) Operations
      The Company is the exclusive official directory publisher for Qwest Corporation, the local exchange carrier of Qwest Communications International, Inc. (“Qwest”), in the Dex West States. As a result, the Company is the largest telephone directory publisher of white and yellow pages directories to businesses and residents in the Dex West States. The Company provides directory, Internet and direct marketing solutions to local and national advertisers. Virtually all of the Company’s revenue is derived from the sale of advertising in its various directories. Published directories are distributed to residents and businesses in the Dex West States through third-party vendors. The Company operates as a single segment.
     (c) Dex Media’s Initial Public Offering
      Effective July 21, 2004, Dex Media consummated its initial public offering of common stock (the “Dex Media IPO”). Immediately prior to the Dex Media IPO, Dex Media effected a 10-for-1 split of all authorized shares of common stock. Share and per share data included in Note 7 for the three months ended March 31, 2004 have been restated to reflect the stock split. On August 26, 2004, a portion of the net proceeds related to the Dex Media IPO was used to redeem $18.2 million of Dex Media West’s senior subordinated notes at a redemption price of 109.875% along with the accrued and unpaid interest. Also in connection with the Dex Media IPO, the Company paid $5.0 million to each of the Sponsors to eliminate the $2.0 million aggregate annual advisory fees payable under Dex Media West’s management consulting agreements.
2. Basis of Presentation
     (a) General
      The accompanying condensed consolidated interim financial statements are unaudited. In compliance with the instruction of the Securities and Exchange Commission (“SEC”) for interim financial statements, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. In management’s opinion, the condensed consolidated financial statements reflect all adjustments (which consist

5


Table of Contents

DEX MEDIA WEST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
of normal recurring adjustments) necessary to fairly present the condensed consolidated statements of financial position as of March 31, 2005 and December 31, 2004, and the condensed consolidated statements of operations and cash flows for the three months ended March 31, 2005 and 2004. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of December 31, 2004 and 2003 and for the year ended December 31, 2004, for the periods from September 10 to December 31, 2003 and from January 1 to September 9, 2003, and for the year ended December 31, 2002 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the SEC. The condensed consolidated statements of operations for the three months ended March 31, 2005 are not necessarily indicative of the results expected for the full year.
      The accompanying condensed consolidated statements of operations for the three months ended March 31, 2004 include all material adjustments required under purchase accounting related to the Acquisition subsequent to September 9, 2003.
     (b) Reclassifications
      Certain prior period amounts have been reclassified to conform to the 2005 presentation.
3. Summary of Significant Accounting Policies
     (a) Principles of Consolidation
      The condensed consolidated financial statements of the Company include the results of operations, financial position, and cash flows of Dex Media West and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
     (b) Use of Estimates
      The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts and disclosures reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
     (c) Revenue Recognition
      The sale of advertising in printed directories published by the Company is the primary source of revenue. The Company recognizes revenue ratably over the life of each directory using the deferral and amortization method of accounting, with revenue recognition commencing in the month of delivery.
      The Company publishes white and yellow pages directories with primarily 12-month lives. From time to time, the Company may choose to change the publication dates of certain directories in order to more efficiently manage work and customer flow. The lives of the affected directories are expected to be 12 months thereafter. Such publication date changes do not have a significant impact on the Company’s recognized revenue as the Company’s sales contracts generally allow for the billing of additional monthly charges in the case of directories with extended lives. During the three months ended March 31, 2005 and 2004, the Company published 42 and 41 directories, respectively.
      The Company enters into transactions such as exclusivity arrangements, sponsorships, and other media access transactions, where the Company’s products and services are promoted by a third party and, in exchange, the Company carries the party’s advertisement. The Company accounts for these transactions in accordance with Emerging Issues Task Force (“EITF”) Issue No. 99-17 “Accounting for Advertising Barter Transactions.” Revenue and expense related to such transactions are included in the condensed consolidated statements of operations consistent with reasonably similar items sold or purchased for cash. Such barter

6


Table of Contents

DEX MEDIA WEST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
transactions were not significant to the Company’s financial results for the three months ended March 31, 2005 and 2004.
      In certain cases, the Company enters into agreements with customers that involve the delivery of more than one product or service. Revenue for such arrangements is allocated in accordance with EITF Issue No. 00-21 “Revenue Arrangements with Multiple Deliverables.
(d)     Cost of Revenue
      The Company accounts for cost of revenue under the deferral and amortization method of accounting. Accordingly, the Company’s cost of revenue recognized in a reporting period consists of: (i) costs incurred in that period and recognized in that period, principally sales salaries and wages; (ii) costs incurred in a prior period, a portion of which is amortized and recognized in the current period; and (iii) costs incurred in the current period, a portion of which is amortized and recognized in that period and the balance of which is deferred until future periods. Consequently, there will be a difference between the cost of revenue recognized in any given period and the costs incurred in the given period.
      Costs incurred in the current period and subject to deferral include direct costs associated with the publication of directories, including sales commissions, paper, printing, transportation, distribution and pre-press production and employee and systems support costs relating to each of the foregoing. Sales commissions include commissions paid to employees for sales to local advertisers and to third-party certified marketing representatives which act as the Company’s channel to national advertisers. All deferred costs related to the sales and production of directories are recognized ratably over the life of each directory under the deferral and amortization method of accounting, with cost recognition commencing in the month of delivery. From time to time the Company has changed the publication dates of certain directories. In such cases, the estimated life of the related unamortized deferred cost of revenue is revised to amortize such cost over the new remaining estimated life. Changes in directory publication dates typically do not result in any additional direct incurred costs.
(e)     Stock-Based Compensation
      The Company accounts for the Stock Option Plan of Dex Media, Inc. and the Dex Media, Inc. 2004 Incentive Award Plan, as more fully discussed in Note 7, under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. Had the Company accounted for employee stock option grants under the minimum value method for options issued prior to becoming a publicly traded company and the fair value method after becoming a publicly traded company, both of which are prescribed by Statement of Financial Accounting Standard (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” the pro forma results of the Company would have been as follows (in thousands):
                   
    Three Months Ended
    March 31,
     
    2005   2004
         
Net Income (Loss)
               
 
As reported
  $ 14,307     $ (599 )
 
Add: Stock-based employee compensation expense included in reported net income (loss), net of related tax effects
    155       12  
 
Deduct: Stock-based employee compensation expense determined under minimum value or fair value based method, as applicable, for all awards, net of related tax effects
    (250 )     (74 )
             
 
Pro forma
  $ 14,212     $ (661 )
             

7


Table of Contents

DEX MEDIA WEST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(f)     Income Tax Provision
      The Company is included in the consolidated Federal income tax return and combined or consolidated state income tax returns, where permitted, for Dex Media, the Company’s indirect parent. Although the Company is a single member limited liability company and is disregarded as a taxable entity for income tax purposes, the Company calculates and records income taxes as if it filed a tax return on a stand-alone basis.
      Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recorded to reflect the future tax consequences of temporary differences between the financial reporting bases of assets and liabilities and their tax bases at each year end. Deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted for future income tax rate changes in the year the changes are enacted. Deferred tax assets are recognized for operating loss and tax credit carryforwards if management believes, based upon existing evidence, that it is more likely than not that the carryforwards will be utilized. All deferred tax assets are reviewed for realizability and valuation allowances are recorded if it is more likely than not that the deferred tax assets will not be realized.
(g)     New Accounting Standards
      On March 29, 2005, the SEC released Staff Accounting Bulletin (“SAB”) No. 107. SAB No. 107 provides an interpretation of SFAS No. 123R and its interaction with certain SEC rules and regulations and provides the SEC’s views regarding the valuation of share-based payment arrangements for public companies. The SAB provides guidance with regard to share-based payment transactions with non-employees, the transition from nonpublic to public entity status, valuation methods (including assumptions such as expected volatility and expected term), the accounting for certain redeemable financial instruments issued under share-based payment arrangements, the classification of compensation expense, non-GAAP financial measures, first-time adoption of SFAS No. 123R, the modification of employee share options prior to adoption of SFAS No. 123R and disclosures in Management’s Discussion and Analysis subsequent to the adoption of SFAS No. 123R. Based upon the options outstanding as of March 31, 2005, the Company has determined that the adoption of SAB 107 will not have a material impact on the Company’s results of operations.
      On April 14, 2005, the SEC announced the adoption of a new rule that amends the compliance dates for SFAS No. 123R. Under SFAS No. 123R, registrants would have been required to implement the standard as of the beginning of the first interim or annual period that begins after June 15, 2005. The SEC’s new rule requires companies to implement SFAS No. 123R at the beginning of their first fiscal year beginning on or after June 15, 2005, instead of the first reporting period that begins after June 15, 2005. This means that the financial statements of the Company must comply with SFAS No. 123R beginning with the interim financial statements for the first quarter of 2006. The SEC’s new rule does not change the accounting required by SFAS No. 123R; it changes only the dates for compliance with the standard.

8


Table of Contents

DEX MEDIA WEST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
4. Goodwill and Intangible Assets
      During the three months ended March 31, 2005 goodwill was not impaired or otherwise adjusted.
      The gross carrying amount and accumulated amortization of other intangible assets and their estimated useful lives are as follows (dollars in thousands):
As of March 31, 2005
                                   
    Gross            
    Carrying   Accumulated   Net Book    
Intangible Assets   Value   Amortization   Value   Life
                 
Customer relationships — local
  $ 890,000     $ (261,225 )   $ 628,775       20  years (1)
Customer relationships — national
    252,000       (52,447 )     199,553       25  years (1)
Non-compete/publishing agreements
    359,000       (14,308 )     344,692       39 years  
Dex Trademark
    385,000             385,000       Indefinite  
Qwest Dex Trademark agreement
    65,000       (24,179 )     40,821       4 years  
Advertising agreement
    26,000       (2,861 )     23,139       14 years  
                         
 
Totals
  $ 1,977,000     $ (355,020 )   $ 1,621,980          
                         
As of December 31, 2004
                                   
    Gross            
    Carrying   Accumulated   Net Book    
Intangible Assets   Value   Amortization   Value   Life
                 
Customer relationships — local
  $ 890,000     $ (227,181 )   $ 662,819       20  years (1)
Customer relationships — national
    252,000       (45,102 )     206,898       25  years (1)
Non-compete/publishing agreements
    359,000       (12,019 )     346,981       39 years  
Dex Trademark
    385,000             385,000