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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2005 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period
from to |
Commission File Number: 333-102395
Dex Media East LLC
(Exact name of registrant as specified in its charter)
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Delaware |
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42-1554575 |
(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification No.) |
198 Inverness Drive West
Englewood, Colorado
80112
(Address of
principal executive offices)
(303) 784-2900
(Registrants 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
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| * |
Pursuant to General Instructions H(2)(a) of Form 10-Q:
(i) the information called for by Item 2 of
Part I, Managements Discussion and Analysis of
Financial Condition and Results of Operations, has been omitted
and (ii) the registrant is providing a managements
analysis of results of operations. |
1
PART I.
FINANCIAL INFORMATION
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| Item 1. |
Financial Statements |
DEX MEDIA EAST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
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As of | |
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As of | |
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March 31, | |
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December 31, | |
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2005 | |
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2004 | |
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ASSETS |
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Current assets:
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Cash and cash equivalents
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$ |
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$ |
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Accounts receivable, net
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40,548 |
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56,123 |
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Deferred directory costs
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126,463 |
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135,417 |
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Current deferred income taxes
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28,343 |
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8,189 |
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Other current assets
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9,260 |
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5,181 |
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Total current assets
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204,614 |
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204,910 |
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Property, plant and equipment, net
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52,721 |
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50,750 |
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Goodwill
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890,731 |
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890,731 |
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Intangible assets, net
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1,325,253 |
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1,363,673 |
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Deferred income taxes
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7,384 |
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38,297 |
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Deferred financing costs
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46,110 |
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50,924 |
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Other assets
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1,819 |
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1,180 |
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Total Assets
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$ |
2,528,632 |
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$ |
2,600,465 |
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LIABILITIES AND OWNERS EQUITY |
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Current liabilities:
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Accounts payable
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$ |
26,093 |
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$ |
38,997 |
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Amounts due to affiliate
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2,152 |
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6,311 |
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Deferred revenue and customer deposits
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86,927 |
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96,587 |
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Accrued interest payable
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37,316 |
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14,463 |
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Current portion of long-term debt
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110,861 |
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105,232 |
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Other accrued liabilities
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6,533 |
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10,134 |
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Total current liabilities
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269,882 |
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271,724 |
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Long-term debt
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1,573,885 |
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1,655,302 |
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Amounts due to affiliate related to post-retirement and other
post-employment obligations
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40,143 |
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38,843 |
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Other liabilities
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140 |
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1,028 |
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Total Liabilities
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1,884,050 |
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1,966,897 |
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Commitments and contingencies (Note 10)
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Owners interest
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700,123 |
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705,906 |
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Accumulated deficit
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(56,333 |
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(71,550 |
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Accumulated other comprehensive income (loss)
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792 |
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(788 |
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Total Owners Equity
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644,582 |
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633,568 |
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Total Liabilities and Owners Equity
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$ |
2,528,632 |
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$ |
2,600,465 |
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See accompanying notes to condensed consolidated financial
statements.
2
DEX MEDIA EAST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)
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Three Months Ended | |
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March 31, | |
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2005 | |
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2004 | |
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Revenue
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$ |
181,195 |
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$ |
180,789 |
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Operating expenses:
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Cost of revenue
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53,681 |
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55,370 |
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General and administrative expense
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18,602 |
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18,089 |
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Bad debt expense
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5,329 |
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6,311 |
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Depreciation and amortization expense
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2,761 |
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2,491 |
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Amortization of intangibles
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38,420 |
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45,282 |
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Total operating expenses
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118,793 |
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127,543 |
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Operating income
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62,402 |
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53,246 |
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Other (income) expense:
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Interest income
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(135 |
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(110 |
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Interest expense
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37,472 |
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50,284 |
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Other (income) expense, net
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90 |
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33 |
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Income before income taxes
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24,975 |
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3,039 |
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Income tax provision
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9,758 |
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1,217 |
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Net income
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$ |
15,217 |
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$ |
1,822 |
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See accompanying notes to condensed consolidated financial
statements.
3
DEX MEDIA EAST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
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Three Months Ended | |
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March 31, | |
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2005 | |
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2004 | |
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Operating activities:
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Net income
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$ |
15,217 |
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$ |
1,822 |
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Adjustments to net income:
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Bad debt expense
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5,329 |
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6,311 |
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Depreciation and amortization expense
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2,761 |
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2,491 |
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Amortization of intangibles
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38,420 |
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45,282 |
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Amortization of deferred financing costs
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4,814 |
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10,693 |
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Stock-based compensation expense
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196 |
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Loss on disposition of assets
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89 |
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Deferred tax provision
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9,758 |
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1,217 |
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Changes in operating assets and liabilities:
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Accounts receivable
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10,246 |
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1,621 |
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Deferred directory costs
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8,954 |
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(5,209 |
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Other current assets
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(3,637 |
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1,197 |
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Other long-term assets
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174 |
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421 |
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Accounts payable and other liabilities
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(15,988 |
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(30,381 |
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Accrued interest
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22,853 |
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25,115 |
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Deferred revenue and customer deposits
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(9,660 |
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4,198 |
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Amounts due to affiliates
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(4,159 |
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17,833 |
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Other long-term liabilities
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(80 |
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Amounts due to affiliate related to post-retirement and other
post-employment benefits
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1,300 |
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1,350 |
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Cash provided by operating activities
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86,587 |
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83,961 |
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Investing activities:
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Expenditures for property, plant and equipment
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(3,690 |
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(4,748 |
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Capitalized software development costs
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(1,131 |
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(6,860 |
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Cash used for investing activities
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(4,821 |
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(11,608 |
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Financing activities:
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Proceeds from borrowings on revolving credit facility
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6,000 |
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2,000 |
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Repayments of borrowings on revolving credit facility
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(1,000 |
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(2,000 |
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Repayments on long-term debt
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(80,788 |
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(75,000 |
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Distribution to owner
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(5,978 |
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(111 |
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Cash used for financing activities
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(81,766 |
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(75,111 |
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Cash and cash equivalents:
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(Decrease) increase
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(2,758 |
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Beginning balance
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2,758 |
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Ending balance
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$ |
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$ |
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Supplemental cash flow disclosures:
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Interest paid
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$ |
9,806 |
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$ |
14,454 |
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See accompanying notes to condensed consolidated financial
statements.
4
DEX MEDIA EAST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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| 1. |
Description of Business |
Dex Media East LLC (Dex Media East or the
Company) is a subsidiary of Dex Media East, Inc. and
an indirect wholly-owned subsidiary of Dex Media, Inc.
(Dex Media). Dex Media East operates the directory
business in Colorado, Iowa, Minnesota, Nebraska,
New Mexico, North Dakota and South Dakota (collectively,
the Dex East 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 its right to
purchase the directory business of Qwest Dex in the Dex East
States to the Company (the Acquisition). In the
second phase of the purchase, which was consummated on
September 9, 2003, Dex Holdings assigned to Dex Media West
LLC (Dex Media West), another indirect wholly-owned
subsidiary of Dex Media, its right to purchase the directory
business of Qwest Dex in Arizona, Idaho, Montana, Oregon, Utah,
Washington and Wyoming. Dex Holdings was dissolved effective
January 1, 2005.
The Company is the exclusive official directory publisher for
Qwest Corporation, the local exchange carrier of Qwest
Communications International, Inc. (Qwest) in the
Dex East 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 East States.
The Company provides directory, Internet and direct marketing
solutions to local and national advertisers. Virtually all of
the Companys revenue is derived from the sale of
advertising in its various directories. Printed directories are
distributed to residents and businesses in the Dex East States
through third-party vendors. The Company operates as a single
segment.
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| (c) |
Dex Media Initial Public Offering |
Effective on 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 8 for the
three months ended March 31, 2004 have been restated to
reflect the stock split. Part of the proceeds related to the Dex
Media IPO were used to redeem $183.8 million of the
Companys senior subordinated notes on August 26, 2004
at a redemption price of 112.125% along with the accrued and
unpaid interest. In connection with the Dex Media IPO, the
Company paid $5.0 million to each of the Sponsors to
eliminate the $2.0 million annual advisory fee payable
under its management consulting agreements.
The accompanying condensed consolidated interim financial
statements are unaudited. In compliance with the instructions 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
managements opinion, the condensed consolidated financial
statements reflect all adjustments (which consist of normal
recurring adjustments) necessary to fairly present the condensed
consolidated statements of
5
DEX MEDIA EAST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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 years ended
December 31, 2004 and 2003 and for the periods from
November 9 to December 31, 2002 and from January 1 to
November 8, 2002 included in the Companys 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.
Certain prior period amounts have been reclassified to conform
to the 2005 presentation.
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| 3. |
Summary of Significant Accounting Policies |
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| (a) |
Principles of consolidation |
The condensed consolidated financial statements include the
financial statements of Dex Media East and its two wholly-owned
subsidiaries, Dex Media East Finance Co. and Dex Media
International Inc. All intercompany balances and transactions
have been eliminated in the consolidation.
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 significantly from those
estimates.
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 Companys recognized
revenue as the Companys 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 31 and
33 directories, respectively.
The Company enters into transactions such as exclusivity
arrangements, sponsorships, and other media access transactions
where the Companys products and services are promoted by a
third party and, in exchange, the Company carries that
partys 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 classified in the condensed
consolidated statements of operations consistently with similar
items sold or purchased for cash. Such transactions were not
significant to the Companys operations 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.
6
DEX MEDIA EAST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Company accounts for cost of revenue under the deferral and
amortization method of accounting. Accordingly, the
Companys 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,
which may be significant.
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
Companys channel to national advertisers. All deferred
costs related to the sale 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 of
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
costs over the new remaining estimated life. Changes in
directory publication dates typically do not result in any
additional direct incurred costs.
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| (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 8, 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 Dex Media
becoming a publicly traded company and the fair value method
after Dex Media became 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 for the three months ended March 31, 2005 and 2004
would have been as follows (in thousands):
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For the | |
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Three Months Ended | |
| |
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March 31, | |
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|
| |
| |
|
2005 | |
|
2004 | |
| |
|
| |
|
| |
|
Net Income
|
|
|
|
|
|
|
|
|
| |
As reported
|
|
$ |
15,217 |
|
|
$ |
1,822 |
|
| |
Add: Stock-based employee compensation expense included in
reported net income, net of related tax effects
|
|
|
120 |
|
|
|
9 |
|
| |
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
|
|
|
(194 |
) |
|
|
(57 |
) |
| |
|
|
|
|
|
|
| |
Pro forma
|
|
$ |
15,143 |
|
|
$ |
1,774 |
|
| |
|
|
|
|
|
|
7
DEX MEDIA EAST LLC
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF DEX MEDIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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 Companys 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 SECs 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 Managements
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
Companys 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 SECs 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 SECs new
rule does not change the accounting required by
SFAS No. 123R; it changes only the dates for
compliance with the standard.
8
DEX MEDIA EAST 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
identifiable 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
|
|
$ |
897,000 |
|
|
$ |
(342,745 |
) |
|
$ |
554,255 |
|
|
|
20 years |
(1) |
|
Customer relationships national
|
|
|
241,000 |
|
|
|
(71,729 |
) |
|
|
169,271 |
|
|
|
25 years |
(1) |
|
Non-compete/publishing agreements
|
|
|
251,000 |
|
|
|
(15,040 |
) |
|
|
235,960 |
|
|
|
40 years |
|
|
Dex Trademark
|
|
|
311,000 |
|
|
|
|
|
|
|
311,000 |
|
|
|
Indefinite |
|
|
Qwest Dex Trademark agreement
|
|
|
68,000 |
|
|
|
(32,570 |
) |
|
|
35,430 |
|
|
|
5 years |
|
|
Advertising agreement
|
|
|
23,000 |
|
|
|
(3,663 |
) |
|
|
19,337 |
|
|
|
15 years |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Totals
|
|
$ |
1,791,000 |
|
|
$ |
(465,747 |
) |
|
$ |
1,325,253 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2004
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Gross | |
|
|
|
|
|
|
| |
|
Carrying | |
|
Accumulated | |
|
Net Book | |
|
|
| Intangible Assets |
|
Value | |
|
Amortization | |
|
Value | |
|
Life | |
| |
|
| |
|
| |
|
| |
|
| |
|
Customer relationships local
|
|
$ |
897,000 |
|
|
$ |
(315,787 |
) |
|
$ |
581,213 |
|
|
|
20 years |
(1) |
|
Customer relationships national
|
|
|
241,000 |
|
|
|
(65,620 |
) |
|
|
175,380 |
|
|
|
25 years |
(1) |
|
Non-compete/publishing agreements
|
|
|
251,000 |
|
|
|
(13,470 |
) |
|
|
237,530 |
|
|
|
40 years |
|
|
Dex Trademark
|
|
|
311,000 |
|
|
|
|
|
|
|
311,000 |
|
|
|
Indefinite |
|
|
Qwest Dex Trademark agreement
|
|
|
68,000 |
|
|
|
(29,170 |
) |
|
|
38,830 |
|
|
|
5 years |
|
|
Advertising agreement
|
|
|
23,000 |
|
|
|
(3,280 |
) |
|
|
19,720 |
|
|
|
15 years |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Totals
|
|
$ |
1,791,000 |
|
|
$ |
(427,327 |
|