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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Thryv Holdings, Inc.a15-16946_18k.htm

Exhibit 99.1

 

 

Media Relations Contact:

Suzanne Keen

972-453-7875

suzanne.keen@dexmedia.com

 

Investor Relations Contact:

Cliff Wilson

972-453-6188

cliff.wilson@dexmedia.com

 

Dex Media announces second quarter 2015 financial results

 

DALLAS, Aug. 6, 2015 Dex Media, Inc. (NASDAQ:DXM), one of the largest national providers of social, local and mobile marketing solutions through direct relationships with local businesses, today announced financial results for the second quarter and six months ended June 30, 2015.

 

Key highlights for second quarter 2015:

 

·                  Long-term strategic initiatives on track with higher-value products and service offerings that drive customer retention, more sustainable revenue and profitability

·                  Expense reduction expected to exceed target for 2015, realizing annualized run rate savings of approximately $160 million

·                  Completed consolidation of print fulfillment and advertising graphics production systems, improving efficiencies and further reducing costs

·                  Broadened client service model with introduction of Gold tier, following earlier launch of Platinum tier. Service tiers are designed to reward and retain the company’s best and most profitable clients

 

“We are transforming Dex Media into the go-to marketing resource for small businesses,” said Joe Walsh, president and CEO. “We are helping local businesses fight back against the national and regional companies that are outmaneuvering them online, particularly in mobile search. We are giving them the tools and service they need to win. This strategy provides us a focused path to generate sustainable revenue and profitability over the long term.  During the quarter, we made significant progress on our core initiatives. We know we still have some way to go and we continue to work to ensure we have the right strategic, operational and financial structure in place to support our business for many years to come.”

 

Second Quarter 2015 Results

 

$ in millions

 

2Q’ 15

 

YTD ‘15

 

GAAP Reporting

 

 

 

 

 

Operating Revenue

 

$

387

 

$

793

 

Operating Revenue Growth YoY

 

-18.4

%

-14.7

%

Operating Income

 

$

42

 

$

68

 

Net (Loss)

 

$

(42

)

$

(101

)

 

 

 

2Q’ 15

 

YTD ‘15

 

Non-GAAP Reporting

 

 

 

 

 

Operating Revenue

 

$

387

 

$

793

 

Operating Pro Forma Revenue Growth YoY

 

-18.4

%

-17.4

%

Adjusted EBITDA(1)

 

$

159

 

$

302

 

Adjusted EBITDA margin(1)

 

41.1

%

38.1

%

 

 

 

2Q’ 15

 

YTD ‘15

 

Sales Metrics

 

 

 

 

 

Print Ad Sales

 

-22.8

%

-24.6

%

Digital Ad Sales

 

-22.1

%

-25.4

%

Total

 

-22.5

%

-24.9

%

 


(1) Adjusted EBITDA is a non-GAAP measure that represents earnings before interest; taxes; depreciation and amortization; and other nonrecurring items, including business transformation costs and long term incentive compensation.  Adjusted EBITDA margin (non-GAAP) is calculated by dividing Adjusted EBITDA (non-GAAP) by operating revenue.

 



 

Cash provided by operations for the six months ended June 30, 2015, was $136 million, less $9 million in capital expenditures, which resulted in free cash flow, a non-GAAP measure, of $127 million.  Dex Media had a cash balance of $191 million as of June 30, 2015.

 

Financial Guidance for Full Year 2015

 

$ millions

 

Low

 

High

 

Operating Revenue

 

$

1,475

 

$

1,525

 

Operating Revenue Growth YoY

 

-20.1

%

-17.3

%

Adjusted EBITDA

 

$

510

 

$

540

 

Adjusted EBITDA Margin

 

34.6

%

35.4

%

Free Cash Flow

 

$

180

 

$

220

 

 

Earnings Webcast Information

 

Dex Media will host an investor webcast at 10 a.m. EDT today.  Individuals within the United States can access today’s webcast by dialing 888-603-6873.  International participants should dial 973-582-2706.  The pass code is: 97076207.  A replay of the webcast will be available at 855-859-2056.  International callers can access the replay by calling 404-537-3406.  The replay pass code is: 97076207.  The replay will be available through Aug. 27, 2015.  In addition, you can access the webcast in the Investor Relations section at www.dexmedia.com.

 

Basis of Presentation and Non-GAAP Financial Measures

 

The financial information accompanying this release provides a reconciliation of GAAP to non-GAAP and adjusted pro forma non-GAAP results.  Dex Media believes that the use of non-GAAP financial measures provides useful information to investors to gain an overall understanding of its current financial performance. Specifically, Dex Media believes the non-GAAP results provide useful information to management and investors by excluding certain nonrecurring items that Dex Media 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 Dex Media’s performance, and Dex Media believes that non-GAAP results provide investors with financial measures that most closely align to its internal financial measurement processes.

 

About Dex Media

 

Dex Media (NASDAQ: DXM) is a full-service media company offering integrated marketing solutions that deliver measurable results.  As the marketing department for hundreds of thousands of small- and medium-sized businesses across the U.S., Dex Media helps them Get Found, Get Chosen and Get Talked About.  The company’s widely used consumer services include the DexKnows.com® and Superpages.com® search portals and applications as well as local print directories.  For more information, visit www.DexMedia.com.

 

Forward-Looking Statements

 

Some statements included in this release 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, as they are not guarantees of future performance. Forward-looking statements provide current expectations with respect to our financial performance and future events with respect to our business and industry in general.  Forward-looking statements are based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements address matters that involve risks and uncertainties, and include, without limitation, future operating and financial performance of the Company (including, without limitation, the future prospects for and stability of the industry in which the Company operates, anticipated future revenues, EBITDA margins and free cash flow for the remainder of 2015, the implementation of the business transformation program and the ability of the Company to retain existing business and to obtain and retain new business. 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 ability to provide assurance for the long-term continued viability of our business; our ability to comply with the financial covenants and other restrictive covenants in our credit facilities; 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 facilities; limited access to capital markets and increased borrowing costs resulting from our leveraged capital structure and debt ratings; our ability to obtain additional financing or refinance our existing indebtedness on satisfactory terms

 



 

or at all; our ability to accurately report our financial results due to a material weakness in our internal control over financial reporting; possible changes in our credit rating; changes in our operating performance; our ability to implement our business transformation program as planned; our ability to realize the anticipated benefits in the amounts and at the times expected from the business transformation program; the risk that the amount of costs associated with our business transformation program will exceed estimates; the risk that our common stock may be delisted from The Nasdaq Stock Market LLC; reduced advertising spending and increased contract cancellations by our clients, which causes reduced revenue; declining use of print yellow page directories by consumers; our ability to collect trade receivables from clients to whom we extend credit; credit risk associated with our reliance on small and medium sized businesses as clients; our ability to anticipate or respond to changes in technology and user preferences; our ability to maintain agreements with major Internet search and local media companies; competition from other yellow page directory publishers and other traditional and new media including increased competition from existing and emerging digital technologies; 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; 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 impacting our businesses; the outcome of pending or future litigation and other claims; and other events beyond our control that may result in unexpected adverse operating results.

 

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this and other periodic reports we file with the Securities and Exchange Commission “SEC”, including the information in “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which is incorporated herein by reference.  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 the foregoing cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof or, in the case of statements incorporated by reference, on the date of the document incorporated by reference 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.

 

###

 



 

Dex Media, Inc.

Schedule A

Consolidated Statements of Comprehensive (Loss)

 

 

 

Reported (GAAP)

 

 

(dollars in millions, except per share amounts)

 

 

 

Six Mos. Ended

 

Six Mos. Ended

 

 

 

Unaudited

 

6/30/15

 

6/30/14

 

% Change

 

 

 

 

 

 

 

 

 

Operating Revenue

 

$

793

 

$

930

 

(14.7

)

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

Selling

 

178

 

227

 

(21.6

)

Cost of service (exclusive of depreciation and amortization)

 

265

 

296

 

(10.5

)

General and administrative

 

73

 

73

 

 

Depreciation and amortization

 

209

 

322

 

(35.1

)

Total Operating Expenses

 

725

 

918

 

(21.0

)

 

 

 

 

 

 

 

 

Operating Income

 

68

 

12

 

NM

 

Interest expense, net

 

172

 

180

 

(4.4

)

(Loss) Before Gain on Early Extinguishment of Debt and Provision (Benefit) for Income Taxes

 

(104

)

(168

)

(38.1

)

 

 

 

 

 

 

 

 

Gain on early extinguishment of debt

 

1

 

 

NM

 

(Loss) Before Provision (Benefit) for Income Taxes

 

(103

)

(168

)

(38.7

)

Provision (benefit) for income taxes

 

(2

)

(1

)

100.0

 

Net (Loss)

 

$

(101

)

$

(167

)

(39.5

)

 

 

 

 

 

 

 

 

Other Comprehensive (Loss)

 

 

 

 

 

 

 

Adjustments for pension and other post-employment benefits, net of taxes

 

2

 

4

 

(50.0

)

Comprehensive (Loss)

 

$

(99

)

$

(163

)

(39.3

)

 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Common Share

 

$

(5.78

)

$

(9.67

)

(40.2

)

Basic and diluted weighted-average common shares outstanding

 

17.4

 

17.3

 

 

 

 



 

Dex Media, Inc.

Schedule B

Consolidated Statements of Comprehensive Loss

 

 

 

Reported (GAAP)

 

 

(dollars in millions, except per share amounts)

 

 

 

Three Mos. Ended

 

Three Mos. Ended

 

 

 

Unaudited

 

6/30/15

 

6/30/14

 

% Change

 

 

 

 

 

 

 

 

 

Operating Revenue

 

$

387

 

$

474

 

(18.4

)

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

Selling

 

82

 

112

 

(26.8

)

Cost of service (exclusive of depreciation and amortization)

 

124

 

146

 

(15.1

)

General and administrative

 

36

 

50

 

(28.0

)

Depreciation and amortization

 

103

 

161

 

(36.0

)

Total Operating Expenses

 

345

 

469

 

(26.4

)

 

 

 

 

 

 

 

 

Operating Income

 

42

 

5

 

NM

 

Interest expense, net

 

87

 

90

 

(3.3

)

(Loss) Before Gain on Early Extinguishment of Debt and Provision (Benefit) for Income Taxes

 

(45

)

(85

)

(47.1

)

 

 

 

 

 

 

 

 

Gain on early extinguishment of debt

 

1

 

 

NM

 

(Loss) Before Provision (Benefit) for Income Taxes

 

(44

)

(85

)

(48.2

)

Provision (benefit) for income taxes

 

(2

)

 

NM

 

Net (Loss)

 

$

(42

)

$

(85

)

(50.6

)

 

 

 

 

 

 

 

 

Other Comprehensive (Loss)

 

 

 

 

 

 

 

Adjustments for pension and other post-employment benefits, net of taxes

 

(1

)

2

 

NM

 

Comprehensive (Loss)

 

$

(43

)

$

(83

)

(48.2

)

 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Common Share

 

$

(2.39

)

$

(4.93

)

(51.5

)

Basic and diluted weighted-average common shares outstanding

 

17.4

 

17.3

 

 

 

 



 

Dex Media, Inc.

 

Schedule C

Reconciliation of Non-GAAP Measures

 

 

 

 

(dollars in millions)

 

Unaudited

 

Six Mos. Ended
6/30/15

 

Six Mos. Ended
6/30/14

 

 

 

 

 

 

 

Net (Loss) - GAAP

 

$

(101

)

$

(167

)

Add/(subtract) non-operating items:

 

 

 

 

 

Provision (benefit) for income taxes

 

(2

)

(1

)

Interest expense, net

 

172

 

180

 

Gain on early extinguishment of debt (3)

 

(1

)

 

Operating Income - GAAP

 

68

 

12

 

Depreciation and amortization

 

209

 

322

 

EBITDA (non-GAAP) (1)

 

277

 

334

 

 

 

 

 

 

 

Adjustments and pro forma items:

 

 

 

 

 

Adjustments for SuperMedia acquisition accounting (4)

 

 

21

 

Merger integration costs (5)

 

 

26

 

Business transformation costs (6)

 

24

 

 

Long term incentive compensation (7)

 

1

 

5

 

Employee benefit plan amendments (8)

 

 

(13

)

Adjusted EBITDA (non-GAAP) and Adjusted Pro Forma EBITDA (non-GAAP) (2)

 

$

302

 

$

373

 

 

 

 

 

 

 

Operating Revenue - GAAP

 

$

793

 

$

930

 

SuperMedia revenue excluded from GAAP revenue (9)

 

 

30

 

Operating Revenue - GAAP and Pro Forma Operating Revenue (non-GAAP)

 

$

793

 

$

960

 

 

 

 

 

 

 

Operating income margin (10)

 

8.6

%

1.3

%

Impact of depreciation and amortization

 

26.3

%

34.6

%

EBITDA margin (non-GAAP) (11)

 

34.9

%

35.9

%

Impact of adjustments and pro forma Items

 

3.2

%

3.0

%

Adjusted EBITDA (non-GAAP) and Adjusted Pro Forma EBITDA margin (non-GAAP) (12)

 

38.1

%

38.9

%

 

Full Year 2015 Guidance

 

Low

 

High

 

 

 

 

 

 

 

Operating Income - GAAP

 

$

60

 

$

90

 

Add backs:

 

 

 

 

 

Depreciation and amortization

 

405

 

405

 

Non-GAAP adjustments

 

45

 

45

 

Adjusted EBITDA (non-GAAP) (2)

 

$

510

 

$

540

 

 

Note: Please see accompanying reconciliation end notes.

 



 

Dex Media, Inc.

Schedule D

Reconciliation of Non-GAAP Measures

 

 

(dollars in millions)

 

Unaudited

 

Three Mos. Ended
6/30/15

 

Three Mos. Ended
6/30/14

 

 

 

 

 

 

 

Net (Loss) - GAAP

 

$

(42

)

$

(85

)

Add/(subtract) non-operating items:

 

 

 

 

 

Provision (benefit) for income taxes

 

(2

)

 

Interest expense, net

 

87

 

90

 

Gain on early extinguishment of debt (3)

 

(1

)

 

Operating Income - GAAP

 

42

 

5

 

Depreciation and amortization

 

103

 

161

 

EBITDA (non-GAAP) (1)

 

145

 

166

 

 

 

 

 

 

 

Adjustments and pro forma items:

 

 

 

 

 

Merger integration costs (5)

 

 

8

 

Business transformation costs (6)

 

15

 

 

Long term incentive compensation (7)

 

(1

)

2

 

Adjusted EBITDA (non-GAAP) (2)

 

$

159

 

$

176

 

 

 

 

 

 

 

Operating Revenue - GAAP

 

$

387

 

$

474

 

 

 

 

 

 

 

Operating income margin (10)

 

10.9

%

1.1

%

Impact of depreciation and amortization

 

26.6

%

33.9

%

EBITDA margin (non-GAAP) (11)

 

37.5

%

35.0

%

Impact of adjustments and pro forma Items

 

3.6

%

2.1

%

Adjusted EBITDA (non-GAAP) (12)

 

41.1

%

37.1

%

 

Note: Please see accompanying reconciliation end notes.

 



 

Dex Media, Inc.

Schedule E

Consolidated Balance Sheets

 

 

 

Reported (GAAP)

 

 

 

 

(dollars in millions)

 

Unaudited

 

June 30, 2015

 

December 31, 2014

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

191

 

$

171

 

Accounts receivable, net of allowances of $27 and $30

 

131

 

151

 

Deferred directory costs

 

136

 

161

 

Prepaid expenses and other

 

18

 

14

 

Total current assets

 

476

 

497

 

Fixed assets and capitalized software, net

 

45

 

64

 

Goodwill

 

315

 

315

 

Intangible assets, net

 

608

 

794

 

Pension assets

 

44

 

45

 

Other non-current assets

 

6

 

7

 

Total Assets

 

$

1,494

 

$

1,722

 

 

 

 

 

 

 

Liabilities and Shareholders’ (Deficit)

 

 

 

 

 

Current liabilities

 

 

 

 

 

Current maturities of long-term debt

 

$

124

 

$

124

 

Accounts payable and accrued liabilities

 

122

 

167

 

Accrued interest

 

20

 

20

 

Deferred revenue

 

76

 

93

 

Total current liabilities

 

342

 

404

 

Long-term debt

 

2,211

 

2,272

 

Employee benefit obligations

 

118

 

127

 

Deferred tax liabilities

 

28

 

30

 

Unrecognized tax benefits

 

11

 

11

 

Other liabilities

 

3

 

 

 

 

 

 

 

 

Stockholders’ (deficit):

 

 

 

 

 

Common stock, par value $.001 per share, authorized - 300,000,000 shares: issued and outstanding -17,566,247 at June 30, 2015 and 17,608,580 at December 31, 2014

 

 

 

Additional paid-in capital

 

1,556

 

1,554

 

Retained (deficit)

 

(2,692

)

(2,591

)

Accumulated other comprehensive (loss)

 

(83

)

(85

)

Total shareholders’ (deficit)

 

(1,219

)

(1,122

)

Total Liabilities and Shareholders’ (Deficit)

 

$

1,494

 

$

1,722

 

 



 

Dex Media, Inc.

Schedule F

Consolidated Statements of Cash Flows

 

Reported (GAAP) and Non-GAAP Financial Reconciliation - Free Cash Flow

 

 

 

 

(dollars in millions)

 

 

 

Six Mos. Ended

 

Six Mos. Ended

 

 

 

Unaudited

 

6/30/15

 

6/30/14

 

$ Change

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net (loss)

 

$

(101

)

$

(167

)

$

66

 

Reconciliation of net (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

209

 

322

 

(113

)

Provision for deferred income taxes

 

(4

)

(5

)

1

 

Provision for bad debts

 

8

 

15

 

(7

)

Non-cash interest expense

 

53

 

45

 

8

 

Stock-based compensation expense

 

1

 

2

 

(1

)

Employee retiree benefits

 

2

 

(16

)

18

 

Gain on early extinguishment of debt

 

(1

)

 

(1

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

11

 

35

 

(24

)

Deferred directory costs

 

25

 

8

 

17

 

Other current assets

 

 

5

 

(5

)

Accounts payable and accrued liabilities

 

(66

)

(41

)

(25

)

Other items, net

 

(1

)

(1

)

 

Net cash provided by operating activities

 

136

 

202

 

(66

)

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Additions to fixed assets and capitalized software

 

(9

)

(9

)

 

Sales of fixed assets

 

5

 

 

5

 

Net cash (used in) investing activities

 

(4

)

(9

)

5

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Debt repayments

 

(107

)

(202

)

95

 

Debt issuance costs and other financing items, net

 

(5

)

(1

)

(4

)

Net cash (used in) financing activities

 

(112

)

(203

)

91

 

Increase (decrease) in cash and cash equivalents

 

$

20

 

$

(10

)

$

30

 

Cash and cash equivalents, beginning of year

 

171

 

156

 

15

 

Cash and cash equivalents, end of period

 

$

191

 

$

146

 

$

45

 

 

 

 

Six Mos. Ended

 

Six Mos. Ended

 

 

 

Non-GAAP Financial Reconciliation - Free Cash Flow

 

6/30/15

 

6/30/14

 

$ Change

 

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities - GAAP

 

$

136

 

$

202

 

$

(66

)

Less: Additions to fixed assets and capitalized software

 

(9

)

(9

)

 

Free Cash Flow (non-GAAP)

 

$

127

 

$

193

 

$

(66

)

 



 

Dex Media, Inc.

Schedule G

 

 

Metrics

 

 

Advertising Sales

 

Three Mos. Ended

 

Three Mos. Ended

 

Six Mos. Ended

 

Six Mos. Ended

 

Unaudited

 

6/30/15

 

6/30/14

 

6/30/15

 

6/30/14

 

 

 

 

 

 

 

 

 

 

 

Print Products Sales

 

 

 

 

 

 

 

 

 

% Change year-over-year

 

(22.8

)%

(20.5

)%

(24.6

)%

(20.0

)%

 

 

 

 

 

 

 

 

 

 

Digital Sales

 

 

 

 

 

 

 

 

 

% Change year-over-year

 

(22.1

)%

12.4

%

(25.4

)%

11.2

%

 

 

 

 

 

 

 

 

 

 

Total Advertising Sales(1)

 

 

 

 

 

 

 

 

 

% Change year-over-year

 

(22.5

)%

(10.0

)%

(24.9

)%

(11.4

)%

 


Notes:

 

(1)  Advertising sales is an operating measure which represents the annual contract value of print directories published and digital contracts sold.  It is important to distinguish advertising sales from revenue, which under GAAP are recognized under the deferral and amortization method. Advertising sales are a leading indicator of revenue recognition.

 

Other Metrics

 

Three Mos. Ended

 

Three Mos. Ended

 

Six Mos. Ended

 

Six Mos. Ended

 

Unaudited

 

6/30/15

 

6/30/14

 

6/30/15

 

6/30/14

 

 

 

 

 

 

 

 

 

 

 

% of Revenue Sourced from Digital Solutions

 

34

%

29

%

33

%

28

%

 

 

 

As of

 

As of

 

 

 

 

 

Unaudited

 

6/30/15

 

6/30/14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% Clients with a Digital Relationship

 

39

%

36

%

 

 

 

 

 



 

Dex Media, Inc.

Schedule H

Reconciliation of Non-GAAP Measures End Notes

 

 

(1)

 

EBITDA is a non-GAAP measure that represents earnings before interest, taxes, depreciation and amortization.

 

 

 

(2)

 

Adjusted EBITDA is a non-GAAP measure that adjusts EBITDA for certain unique costs. Adjusted Pro Forma EBITDA is a non-GAAP measure that adjusts EBITDA for certain unique costs and pro forma items.

 

 

 

 

 

Adjusted Pro Forma results for 2014 reflect the combination of Dex One and SuperMedia as if the transaction had been consummated prior to January 1, 2012 and reflect certain other adjustments, including adjustments to exclude the effects of purchase accounting, merger integration costs, business transformation costs, long term incentive compensation and employee benefit plan amendments.  Pro forma adjusted results do not necessarily reflect what the underlying operational or financial performance of Dex Media would have been had the Dex One / SuperMedia merger transaction been consummated prior to January 1, 2012.

 

 

 

(3)

 

Gain on early extinguishments of debt represents the gain associated with the purchase of a portion of the Company’s debt below par value.

 

 

 

(4)

 

This pro forma adjustment represents the 2014 EBITDA results of SuperMedia that as a result of acquisition accounting, were not included in the GAAP results of Dex Media.

 

 

 

(5) 

 

Merger integration costs represent costs incurred to achieve synergies related to the merger of Dex One and SuperMedia.

 

 

 

(6)

 

Business transformation costs represent organizational restructuring costs incurred to transform the Company by launching virtual sales offices, enabling the Company to eliminate field sales offices, the automation of the sales process, integration of systems to eliminate duplicative systems and workforce reductions.

 

 

 

(7)

 

Long term incentives include stock based compensation, other long term incentive compensation and the value creation programs.

 

 

 

(8)

 

These adjustments for 2014 include credits to expense related to pretax gains associated with employee benefit plan amendments.

 

 

 

(9)

 

This pro forma adjustment represents the revenue results of SuperMedia that as a result of acquisition accounting, were not included in the 2014 GAAP results of Dex Media.

 

 

 

(10)

 

Operating income margin is calculated by dividing operating income by operating revenue.

 

 

 

(11)

 

EBITDA margin (non-GAAP) is calculated by dividing EBITDA (non-GAAP) by GAAP operating revenue.

 

 

 

(12)

 

Adjusted EBITDA margin (non-GAAP) is calculated by dividing Adjusted EBITDA (non-GAAP) by operating revenue. Adjusted Pro Forma EBITDA margin is calculated by dividing Adjusted Pro Forma EBITDA (non-GAAP) by Pro Forma operating revenue (non-GAAP).