SuperMedia Announces Third Quarter 2012 Results
Q3 2012 Summary
- Proposed merger with Dex One Corporation to create a national provider of social, local and mobile marketing solutions announced August 21st
- Operating income of $125 million and operating margin of 37.9 percent
- Operating revenue of $330 million
- Total debt reduced by $36 million during Q3 2012, resulting in total debt principal reduction of $270 million in 2012
DALLAS – SuperMedia (NASDAQ:SPMD) today announced its financial results for the third quarter and year to date 2012. “The headline for the third quarter was the announcement of our merger agreement with Dex One,” said Peter McDonald, president and CEO of SuperMedia. “The merged company will have local presence and national scale to be a leader in providing local, social and mobile marketing solutions to businesses and delivering results. “The transaction also will create financial benefits for shareholders and lenders. Our employees have performed very well in continuing to improve the company’s operating margin during the quarter, while doing an excellent job of planning for the post-close integration of the companies,” he added.
Merger Update SuperMedia and Dex One Corporation (“Dex”) announced the execution of a definitive agreement to combine in a stock-for-stock merger of equals on August 21, 2012. Following the announcement of the proposed merger, a joint steering committee of the senior secured lenders for both companies was formed to evaluate the proposed amendments to the parties’ respective credit agreements as set forth in the merger agreement. The consent of the lenders to the proposed amendments is a condition to closing the merger. Thus far, the senior secured lenders, acting through the steering committee, have rejected the proposed amendments to the parties’ respective credit agreements. SuperMedia and Dex continue to negotiate with the steering committee to reach agreement on amendments to the parties’ respective credit agreements. The parties are also considering alternatives to the current transaction structure, including a “prepackaged” restructuring of the parties’ senior secured indebtedness through proceedings instituted under Chapter 11 of the Bankruptcy Code to implement acceptable credit agreement amendments that may garner sufficient, though not unanimous, support from the parties’ respective lenders, while otherwise maintaining the basic economic terms of the Merger Agreement. However, there can be no assurance that SuperMedia and Dex can effect a transaction through an alternative structure, that the necessary consents will be obtained, or that the Merger will be consummated.
Third Quarter Financial Results Operating revenue was $330 million, a decline of $69 million or 17.3 percent compared with the same quarter last year. Operating income was $125 million, compared with an operating loss of $897 million in Q3 2011, which included a non-cash impairment charge of $1,003 million associated with a write down of goodwill. Operating income margin was 37.9 percent, compared with a negative 224.8 percent for Q3 2011. Net income was $52 million, compared with a net loss of $968 million in Q3 2011, which included the after-tax impact of a goodwill impairment of $997 million. Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), a non-GAAP measure, which excludes proposed merger transaction costs and the amortization of the deferred gains/losses related to other post-employment benefit plans was $137 million, a decline of 12.7 percent compared with Q3 2011 adjusted EBITDA of $157 million, which excludes severance costs, a non-recurring vendor settlement and a non-cash impairment charge associated with a write down of goodwill. Adjusted EBITDA margin, a non-GAAP measure, was 41.5 percent, a 220 basis point improvement from 39.3 percent in the same quarter last year. Total expenses, excluding depreciation and amortization, merger transaction costs, the amortization of the deferred gains/losses related to the post-employment benefit plans, severance costs, a non-recurring vendor settlement and a non-cash impairment charge, were $193 million, compared with Q3 2011 expenses of $242 million, a reduction of $49 million or 20.2 percent. During the third quarter, SuperMedia reduced indebtedness under its loan agreement by $36 million. SuperMedia’s total indebtedness at September 30, 2012 was $1.475 billion. Advertising sales declined 19.1 percent, compared with a decline of 15.6 percent reported for the same quarter last year.
2012 Year-to-date Financial Results Operating revenue was $1,042 million, a decline of $216 million or 17.2 percent compared with the same period last year. Operating income was $335 million, compared with an operating loss of $688 million which included a non-cash impairment charge of $1,003 million associated with a write down of goodwill in Q3 2011. Operating income margin was 32.1 percent, compared with a negative 54.7 percent in year-to-date Q3 2011. Net income was $178 million, including a $51 million non-taxable gain on early extinguishment of debt, compared with a net loss of $909 million, which included the after-tax impact of a goodwill impairment of $997 million. Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), a non-GAAP measure, which excludes the gains realized on early extinguishment of debt, merger transaction costs, the amortization of the deferred gains/losses related to other post-employment benefit plans, as well as severance costs, was $429 million, a decline of 7.3 percent compared with adjusted EBITDA of $463 million for year to date 2011 which excludes severance costs, a non-recurring vendor settlement and a non-cash impairment charge associated with a write down of goodwill. Adjusted EBITDA margin, a non-GAAP measure, was 41.2 percent compared with 36.8 percent for year to date 2011, a 440 basis point improvement. Total expenses, excluding depreciation and amortization, merger transaction costs, the amortization of the deferred gains/losses related to the post-employment benefit plans, severance costs, a non-recurring vendor settlement and a non-cash impairment charge, were $613 million, compared with $795 million in the same period last year, a reduction of $182 million or 22.9 percent. Free cash flow for 2012, a non-GAAP measure, was $225 million, representing cash provided by operating activities of $234 million, less capital expenditures (including capitalized software) of $9 million. The Company’s cash balance on September 30, 2012, was $94 million. Advertising sales declined 18.8 percent, compared with a decline of 16.7 percent reported for the same period last year.
Earnings Call and Webcast Information Individuals within the United States can access today’s earnings call by dialing 888/603-6873. International participants should dial 973/582-2706. The pass code for the call is: 51095102. In order to ensure a prompt start time, please dial into the call by 9:50am (Eastern). A replay of the teleconference will be available at 800/585-8367. International callers can access the replay by calling 404/537-3406. The replay pass code is: 51095102. The replay will be available through November 13, 2012. In addition, a live Web cast will be available on SuperMedia’s Web site in the Investor Relations section at www.supermedia.com.
Basis of Presentation and Non-GAAP Financial Measures For the readers’ convenience, the financial information accompanying this release provides a reconciliation of GAAP to non-GAAP and adjusted non-GAAP results. SuperMedia believes that the use of non-GAAP financial measures provide useful information to investors to gain an overall understanding of its current financial performance. Specifically, SuperMedia believes the non-GAAP results provide useful information to both management and investors by excluding certain expenses, gains and losses that SuperMedia believes are not indicative of its core operating results. In addition, non-GAAP financial measures are used by management for budgeting and forecasting as well as subsequently measuring SuperMedia’s performance and SuperMedia believes that it is providing investors with financial measures that most closely align to its internal measurement processes.
Forward-Looking Statements Some statements included in this report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. Statements that include the words “may,” “will,” “could,” “should,” “would,” “believe,” “anticipate,” “forecast,” “estimate,” “expect,” “preliminary,” “intend,” “plan,” “project,” “outlook” and similar statements of a future or forward-looking nature identify forward-looking statements. You should not place undue reliance on these statements. These forward-looking statements include statements that reflect the current views of our senior management with respect to our financial performance and future events with respect to our business and industry in general. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the risks related to the following:
- our inability to provide assurance for the long-term continued viability of our business;
- reduced advertising spending and increased contract cancellations by our clients, which causes reduced revenue;
- declining use of print yellow pages directories by consumers;
- competition from other yellow pages directory publishers and other traditional and new media;
- our ability to anticipate or respond to changes in technology and user preferences;
- changes in our operating performance;
- limitations on our operating and strategic flexibility and the ability to operate our business, finance our capital needs or expand business strategies under the terms of our credit agreement;
- failure to comply with the financial covenants and other restrictive covenants in our credit agreement;
- limited access to capital markets and increased borrowing costs resulting from our leveraged capital structure and debt ratings;
- changes in the availability and cost of paper and other raw materials used to print our directories;
- our reliance on third-party providers for printing, publishing and distribution services;
- credit risk associated with our reliance on small- and medium-sized businesses as clients;
- our ability to attract and retain qualified key personnel;
- our ability to maintain good relations with our unionized employees;
- changes in labor, business, political and economic conditions;
- changes in governmental regulations and policies and actions of federal, state and local municipalities;
- the outcome of pending or future litigation and other claims;
- the potential adverse impacts of failure to complete, or delay in completing the proposed merger with Dex as a result of obtaining consents from the stockholders and secured creditors of Dex or the Company;
- the possibility that our merger agreement with Dex could be unilaterally terminated by either party;
- the business uncertainties and contractual restrictions arising from the timing and closing of the proposed merger with Dex, including the possible inability to consummate the proposed transaction on the terms set forth in the merger agreement;
- the significant costs associated with the potential transaction with Dex;
- the risk that we may not timely or successfully realize the anticipated cost savings, growth opportunities and other financial and operating benefits as a result of the transaction; and
- difficulties in connection with the process of integrating Dex and the Company, including the risk that benefits from the transaction may be significantly offset by costs incurred in integrating the companies.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this and other reports we file with the Securities and Exchange Commission (the “SEC”), including the information in “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2011 as updated in the subsequent quarterly reports on Form 10-Q. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate.
All forward-looking statements included in this report are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Important Information For Investors and Security Holders This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger transaction between SuperMedia and Dex will be submitted to the respective stockholders of SuperMedia and Dex. In connection with the proposed transaction, Newdex, Inc., a subsidiary of Dex (“Newdex”), will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement/prospectus to be used by SuperMedia and Dex to solicit the required approval of their stockholders and that also constitutes a prospectus of Newdex. INVESTORS AND SECURITY HOLDERS OF SUPERMEDIA AND DEX ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement/prospectus will be sent to security holders of SuperMedia and Dex
seeking their approval of the proposed transaction. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus (when available) and other relevant documents filed by SuperMedia and Dex with the SEC from the SEC’s website at www.sec.gov. Copies of the documents filed by SuperMedia with the SEC will be available free of charge on SuperMedia’s website at www.supermedia.com under the tab “Investors” or by contacting SuperMedia’s Investor Relations Department at (877) 343-3272. Copies of the documents filed by Dex with the SEC will be available free of charge on Dex’s website at www.dexone.com under the tab “Investors” or by contacting Dex’s Investor Relations Department at (800) 497-6329.
SuperMedia and Dex and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in SuperMedia’s proxy statement relating to its 2012 Annual Meeting of Shareholders and Dex’s proxy statement relating to its 2012 Annual Meeting of Stockholders, as filed with the SEC on April 11, 2012 and March 22, 2012, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC. These documents can be obtained free of charge from the sources described above.
Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies’ security holders generally, by reading the joint proxy statement/prospectus and other relevant documents regarding the transaction (when available), which will be filed with the SEC.
About SuperMedia SuperMedia Inc. (NASDAQ: SPMD) helps small and medium-sized businesses grow through effective local marketing solutions across print, online, mobile and social media. SuperMedia provides a full range of solutions including: the award-winning SuperGuarantee® program, Superpages® directories, published for Verizon®, FairPoint® and Frontier®, Superpages.com®, EveryCarListed.com®, Superpages for your mobile and Superpages direct mail products. For more information, visit www.supermedia.com. SPMD-G