February 27, 2017 Q4 2017 EARNINGS CALL
DISCLAIMER The following information is preliminary financial information only. None of the information has been reviewed or audited by our independent certified public accountants. Finalization of the 2016 and 2017 financial statement audit of multi-element revenue accounting could result in a non-cash shift between reported Print and Digital Net Revenue and between reporting periods. The information is subject to adjustment for normal period-end items as well as for other adjustments that may be required when quarterly or annual information is reported. The adjustments could be material. The Company's results can fluctuate from month to month depending on a variety of factors, some of which are beyond the Company's control or are difficult to predict, so no inference as to future results should be drawn from this information. The following information does not necessarily include all material information about the Company or its securities that an investor would consider in making a decision to purchase or sell securities, and, therefore, no person should place undue reliance on this information. The Company disclaims any duty to update the information disclosed below or to provide any information in the future. The financial, or non-financial information, is presented as if the acquisition of YP Holdings had occurred on January 1, 2016 and excludes the impact of acquisition accounting, as required by U.S. GAAP. Adjusted pro forma EBITDA represents earnings before interest, taxes, depreciation and amortization and other non-recurring items, including acquisition transaction fees and integration costs, pension, long-term incentive compensation, capital restructuring, business transformation, and adjustments for reorganization (emergence), fresh start and acquisition accounting. Adjusted pro forma EBITDA margin is calculated by dividing adjusted pro forma EBITDA by pro forma net revenue. Adjusted pro forma results do not necessarily reflect what the underlying operational or financial performance of the Company would have been, had the Dex Media and YP transaction been consummated prior to January 1, 2016. 2
Joe Walsh CEO 3
THRYV Differentiation with a SaaS-based Business Automation and Communications tool* Features Include: CRM Estimates / Invoices Mobile Payments Online Listings Management Email and Text Marketing Social Bookings Video Fully integrated website** Coming: Suite of integrations, Quickbooks, Zapier, etc. Classes & Events Automated Workflow Engine Job / Project Tracking Monthly subscriptions from $59 to $399 *Over 35,000 live units at the end of 2017 **Included in $199 and above packages $2m Gross Revenue $35m $77m 293% CAGR $121m 2015 2016 2017 2018 (F) Encouraging Thryv results continue. 4
DEXYP INTEGRATION Integration and cost reductions are ahead of plan Combination Playbook Digital portfolio + Simplification On-going, ahead of plan Manage Print Directories Complete with lower costs than planned Rationalization + Utilization of Salesforce On-going, with lower cost to achieve than planned Reduction + Streamlining of Product Range On-going, on plan Removal of Duplicate Overhead On-going, on plan 5
Paul Rouse CFO 6
DEXYP NON-GAAP FINANCIAL MEASURES Q4 Full Year $mm 2017 2016 Pro Forma Net Revenue ($mm) (a), (b) Fav (Unfav) % 2017 2016 Fav (Unfav) % Print $252.9 $344.0 $(91.2) -26.5% $1,131.0 $1,513.1 $(382.0) -25.2% Digital 282.5 312.6 (30.0) -9.6% 1,170.9 1,280.0 (109.2) -8.5% Other 1.6 2.6 (0.9) -35.8% 7.5 8.1 (0.6) -7.9% Total Pro Forma Net Revenue $537.0 $659.2 $ (122.1) -18.5% $2,309.4 $2,801.3 $ (491.9) -17.6% Adjusted Pro Forma EBITDA ($mm) (a), (c) $136.0 $183.8 $(47.8) -26.0% $563.0 $720.2 $(157.2) -21.8% Adjusted Pro Forma EBITDA Margin % 25.3% 27.9% -2.6% 24.4% 25.7% -1.3% Free Cash Flow ($mm) (a), (d), (e) $67.3 $97.0 $(29.7) -30.6% $237.0 $350.1 $(113.2) -32.3% Debt ($mm) (a) Term Note $652.0 $681.3 $29.3 4.3% ABL 160.0 228.0 68.0 29.8% Total Outstanding Debt $812.0 $909.3 $97.3 10.7% Cash $(2.0) $(44.7) $(42.6) 95.4% Net Debt (e) $810.0 $864.7 $54.7 6.3% Footnotes: (a) All figures presented are preliminary, subject to change, and unaudited. Material changes may result from audit procedures. (b) Pro Forma Net Revenue for Q4 2017 and full year 2017 is presented on a consolidated pro forma basis as a result of acquisition and fresh start accounting. DexYP's historical net revenue has been adjusted to reflect proper recognition of contracts with both print and digital components. (c) Adjusted Pro Forma EBITDA excludes interest, taxes, depreciation and amortization, and other non-cash/non-recurring expenses, such as integration costs and transaction fees, pension, long-term incentive compensation, capital restructuring, business transformation and adjustments for reorganization (emergence), fresh start and acquisition accounting, and other pro forma adjustments. (d) Free Cash Flow reflects cash generated from operating activities, less capital expenditures and interest payments. Free cash flow in 2017 includes the payment of YP acquisition integration and transaction fees of $6.7 million in Q4 and $55.8 million for the full year, income taxes of $6.8 million in Q4 and $131.1 million for the full year, and other non-recurring costs of $2.5 million in Q4 and $20.4 million for the full year. Free cash flow in 2016 includes capital restructuring costs of $29.4 million and reorganization costs of $13.9 million for the full year. (e) Net debt excludes capital lease obligations. Total capital lease obligations as of December 31, 2017, and December 31, 2016, were $69.5 million and $67.6 million, respectively. Total capital lease payments in Q4 2017 were $4.4 million. 7
RE-CAST P&L FY2016 FY2017 $mm Q1 Q2 Q3 Q4 Full Year Q1 Q2 Q3 Q4 Full Year Pro Forma Net Revenue (After Conformity Adjustments) Print $413.1 $388.8 $367.1 $344.0 $1,513.1 $318.8 $285.6 $273.8 $252.8 $1,131.0 Digital 329.4 319.5 318.6 312.6 1,280.0 296.0 300.5 291.8 282.5 1,170.9 Other 0.5 2.6 2.5 2.6 8.1 2.1 2.0 1.8 1.6 7.5 Total Adjusted Pro Forma Net Revenue (After Conformity Adjustments) $743.0 $710.9 $688.1 $659.2 $2,801.3 $616.9 $588.1 $567.4 $537.0 $2,309.4 Adjusted Pro Forma EBITDA (After Conformity & Other One-Time Adjustments) $179.7 $175.4 $181.3 $183.8 $720.2 $136.9 $143.0 $147.2 $136.0 $563.0 Adjusted Pro Forma EBITDA Margin % 24.2% 24.7% 26.4% 27.9% 25.7% 22.2% 24.3% 25.9% 25.3% 24.4% FY2017 Second Half Margin Improvement Under Dex Leadership Footnotes: (a) Print and digital revenue has been adjusted for each quarter in 2016 and 2017 to reflect proper recognition of former YP sales contracts with both print and digital advertising components, consistent with former Dex Media's accounting methodology. (b) Adjusted pro forma EBITDA (non-gaap) has been adjusted for each quarter in 2016 and 2017 to reflect proper recognition of former YP sales compensation costs and bad debt expense on an incurred basis rather than on an amortized basis, consistent with former Dex Media's accounting methodology. Additionally, large one-time adjustments associated with former YP, recorded in Q4 2017, have been properly aligned to the appropriate quarters in 2017. 8
FY2017 COMPARISON TO GUIDANCE FY2017 Comparison $mm Lender Plan Guidance (Dec. 6) Unaudited Pro Forma Results vs. Lender Plan vs. Guidance Net Revenue $2,327 $2,327 $2,309 ($18) ($18) EBITDA $537 $555 $563 $26 $8 Free Cash Flow $138 $230 $237 $99 $7 Net Debt $932 $824 $810 ($122) ($14) Net Debt / EBITDA 1.74x 1.48x 1.44x (0.30x) (0.05x) Higher EBITDA & Free Cash Flow than Lender Plan & Guidance Significantly Lower Net Debt than Lender Plan 9
LATEST THINKING FORECAST FY2018 Comparison $mm Lender Plan Budget / Guidance Latest Thinking Forecast vs. Lender Plan vs. Budget / Guidance Net Revenue $1,964 $1,944 $1,857 ($107) ($87) EBITDA $520 $535 $541 $21 $6 Free Cash Flow $197 $249 $299 $103 $50 Net Debt $735 $574 $510 ($225) ($64) Net Debt / EBITDA 1.41x 1.07x 0.94x (0.47x) (0.13x) Higher EBITDA & Free Cash Flow than Lender Plan & Budget Less than 1.0x Net Debt to EBITDA ratio by end of FY2018 10
APPENDIX 11
Q4 2017 FINANCIAL FLASH
DISCLAIMER The following information is preliminary financial information only. None of the information has been reviewed or audited by our independent certified public accountants. Finalization of the 2016 and 2017 financial statement audit of multi-element revenue accounting could result in a non-cash shift between reported Print and Digital Net Revenue and between reporting periods. The information is subject to adjustment for normal period-end items as well as for other adjustments that may be required when quarterly or annual information is reported. The adjustments could be material. The Company's results can fluctuate from month to month depending on a variety of factors, some of which are beyond the Company's control or are difficult to predict, so no inference as to future results should be drawn from this information. The following information does not necessarily include all material information about the Company or its securities that an investor would consider in making a decision to purchase or sell securities, and, therefore, no person should place undue reliance on this information. The Company disclaims any duty to update the information disclosed below or to provide any information in the future. The financial, or non-financial information, is presented as if the acquisition of YP Holdings had occurred on January 1, 2016 and excludes the impact of acquisition accounting, as required by U.S. GAAP. Adjusted pro forma EBITDA represents earnings before interest, taxes, depreciation and amortization and other non-recurring items, including acquisition transaction fees and integration costs, pension, long-term incentive compensation, capital restructuring, business transformation, and adjustments for reorganization (emergence), fresh start and acquisition accounting. Adjusted pro forma EBITDA margin is calculated by dividing adjusted pro forma EBITDA by pro forma net revenue. Adjusted pro forma results do not necessarily reflect what the underlying operational or financial performance of the Company would have been, had the Dex Media and YP transaction been consummated prior to January 1, 2016. 13
DexYP NON-GAAP KPI Client Count, Period End (000) (a), (b) Multi-Product 203 231 (28) -12.0% Digital 116 114 2 1.9% Print 282 380 (98) -25.9% Total Clients 601 725 (124) -17.1% Q4 Full Year 2017 2016 Fav (Unfav) % 2017 2016 Fav (Unfav) % Pro Forma Net Revenue ($mm) (b), (c) Print $ 252.9 $ 344.0 $ (91.2) -26.5% $ 1,131.0 $ 1,513.1 $ (382.0) -25.2% Digital 282.5 312.6 (30.0) -9.6% 1,170.9 1,280.0 (109.2) -8.5% Other 1.6 2.6 (0.9) -35.8% 7.5 8.1 (0.6) -7.9% Total Pro Forma Net Revenue $ 537.0 $ 659.2 $ (122.1) -18.5% $ 2,309.4 $ 2,801.3 $ (491.9) -17.6% Adjusted Pro Forma EBITDA ($mm) (b), (d) $ 136.0 $ 183.8 $ (47.8) -26.0% $ 563.0 $ 720.2 $ (157.2) -21.8% Adjusted Pro Forma EBITDA Margin % 25.3% 27.9% -2.6% 24.4% 25.7% -1.3% Free Cash Flow ($mm) (b), (e), (f) $ 67.3 $ 97.0 $ (29.7) -30.6% $ 237.0 $ 350.1 $ (113.2) -32.3% Debt ($mm) (b) Term Note $ 652.0 $ 681.3 $ 29.3 4.3% ABL 160.0 228.0 68.0 29.8% Total Outstanding Debt $ 812.0 $ 909.3 $ 97.3 10.7% Cash $ (2.0) $ (44.7) $ (42.6) 95.4% Net Debt (f) $ 810.0 $ 864.7 $ 54.7 6.3% Footnotes: (a) (b) (c) (d) (e) (f) Duplicative local clients were removed from 2017 but not 2016. All figures presented are preliminary, subject to change, and unaudited. Material changes may result from audit procedures. Pro Forma Net Revenue for Q4 2017 and full year 2017 is presented on a consolidated pro forma basis as a result of acquisition and fresh start accounting. DexYP's historical net revenue has been adjusted to reflect proper recognition of contracts with both print and digital components. Adjusted Pro Forma EBITDA excludes interest, taxes, depreciation and amortization, and other non-cash/non-recurring expenses, such as integration costs and transaction fees, pension, longterm incentive compensation, capital restructuring, business transformation and adjustments for reorganization (emergence), fresh start and acquisition accounting, and other pro forma adjustments. Free Cash Flow reflects cash generated from operating activities, less capital expenditures and interest payments. Free cash flow in 2017 includes the payment of YP acquisition integration and transaction fees of $6.7 million in Q4 and $55.8 million for the full year, income taxes of $6.8 million in Q4 and $131.1 million for the full year, and other non-recurring costs of $2.5 million in Q4 and $20.4 million for the full year. Free cash flow in 2016 includes capital restructuring costs of $29.4 million and reorganization costs of $13.9 million for the full year. Net debt excludes capital lease obligations. Total capital lease obligations as of December 31, 2017, and December 31, 2016, were $69.5 million and $67.6 million, respectively. Total capital lease payments in Q4 2017 were $4.4 million. 14
DexYP Net Revenue and EBITDA Adjusted Pro Forma 2016 2017 $mm Q1 Q2 Q3 Q4 Full Year Q1 Q2 Q3 Q4 Full Year Pro Forma Net Revenue (After Conformity Adjustments) Print $ 413.1 $ 388.8 $ 367.1 $ 344.0 $ 1,513.1 $ 318.8 $ 285.6 $ 273.8 $ 252.8 $ 1,131.0 Digital 329.4 319.5 318.6 312.6 1,280.0 296.0 300.5 291.8 282.5 1,170.9 Other 0.5 2.6 2.5 2.6 8.1 2.1 2.0 1.8 1.6 7.5 Total Adjusted Pro Forma Net Revenue (After Conformity Adjustments) $ 743.0 $ 710.9 $ 688.1 $ 659.2 $ 2,801.3 $ 616.9 $ 588.1 $ 567.4 $ 537.0 $ 2,309.4 Adjusted Pro Forma EBITDA (After Conformity & Other One-Time Adjustments) $ 179.7 $ 175.4 $ 181.3 $ 183.8 $ 720.2 $ 136.9 $ 143.0 $ 147.2 $ 136.0 $ 563.0 Adjusted Pro Forma EBITDA Margin % 24.2% 24.7% 26.4% 27.9% 25.7% 22.2% 24.3% 25.9% 25.3% 24.4% Footnotes: (a) Print and digital revenue has been adjusted for each quarter in 2016 and 2017 to reflect proper recognition of former YP sales contracts with both print and digital advertising components, consistent with former Dex Media's accounting methodology. (b) Adjusted pro forma EBITDA (non-gaap) has been adjusted for each quarter in 2016 and 2017 to reflect proper recognition of former YP sales compensation costs and bad debt expense on an incurred basis rather than on an amortized basis, consistent with former Dex Media's accounting methodology. Additionally, large one-time adjustments associated with former YP, recorded in Q4 2017, have been properly aligned to the appropriate quarters in 2017. 15
ADDITIONAL MATERIAL 16
DexYP ADJUSTED PRO FORMA EBITDA RECONCILIATION Q4 Full Year $mm 2017 2016 Fav (Unfav) % 2017 2016 Fav (Unfav) % Net income (loss) - GAAP $ (22.2) $ (506.3) $ 484.1 95.6% $ (290.2) $ 772.3 $ (1,062.5) 137.6% Add/(subtract) non-operating items: Provision for income taxes (95.5) (197.4) 102.0-51.6% 7.6 (182.1) 189.7-104.2% Interest expense, net 23.7 30.4 (6.8) -22.2% 109.2 220.8 (111.6) -50.5% Other (income) expense 1.5 12.0 (10.5) -87.5% (0.1) 12.5 (12.6) -100.5% Gains on early extinguishment of debt - (0.1) 0.1-100.0% (0.8) (1.1) 0.3-28.9% Impairment charge - 615.5 (615.5) -100.0% - 615.5 (615.5) -100.0% Add/(subtract) fresh start adjustments/reorganization items: Fresh start adjustments - - - 0.0% - (417.9) 417.9-100.0% Reorganization - Emergence adjustments - - - 0.0% - (976.5) 976.5-100.0% Operating income (loss) $ (92.5) $ (46.0) $ (46.6) 101.4% $ (174.2) $ 43.6 $ (217.8) -499.9% Depreciation and amortization 113.4 100.5 12.9 12.8% 338.1 370.7 (32.6) -8.8% EBITDA $ 20.9 $ 54.5 $ (33.7) -61.8% $ 163.9 $ 414.2 $ (250.3) -60.4% Adjustments: Adjustments for acquisition and fresh start accounting (a) $ 59.8 $ 98.5 $ (38.7) -39.3% $ 237.2 $ 182.2 $ 55.0 30.2% Accounting conformity and other adjustments (7.5) 1.3 (8.8) -662.6% 0.7 2.7 (2.0) -72.6% Pension expense (0.5) 32.6 (33.1) -101.5% 14.5 37.2 (22.7) -61.0% Stock warrants - (28.0) 28.0-100.0% - (28.0) 28.0-100.0% Long term incentive compensation - 1.3 (1.3) -100.0% (1.5) 1.6 (3.1) -191.3% Capital restructuring costs (b) - - - 0.0% - 22.5 (22.5) -100.0% Business transformation costs (c) 4.1 9.0 (4.9) -54.8% 11.6 27.2 (15.6) -57.3% YP acquisition integration & transaction costs 9.3-9.3 0.0% 44.8-44.8 0.0% Severance - YP acquisition related 11.5-11.5 0.0% 46.3-46.3 0.0% Contingent lease obligations 32.2-32.2 0.0% 32.2-32.2 0.0% Other one-time costs (d) 6.2 14.4 (8.2) -56.9% 13.2 60.6 (47.4) -78.1% Adjusted Pro Forma EBITDA - (non-gaap) $ 136.0 $ 183.8 $ (47.8) -26.0% $ 563.0 $ 720.2 $ (157.2) -21.8% Operating Revenue - GAAP $ 462.5 $ 525.3 $ (62.8) -12.0% $ 2,002.8 $ 2,555.2 $ (552.5) -21.6% Pro forma revenue excluded from GAAP revenue 74.5 133.9 (59.4) -44.4% 306.6 246.0 60.6 24.6% Pro Forma and Operating Revenue - (non-gaap) $ 537.0 $ 659.2 $ (122.1) -18.5% $ 2,309.4 $ 2,801.3 $ (491.9) -17.6% Net Cash Provided by Operating Activities - GAAP $ 75.6 $ 113.0 $ (37.4) -33.1% $ 267.8 $ 405.4 $ (137.6) -33.9% Less: Additions to fixed assets and capitalized software (8.3) (16.0) 7.7 48.2% (30.8) (55.3) 24.5 44.2% Free Cash Flow, after Capital Restructuring Costs and Reorganization Costs (e) $ 67.3 $ 97.0 $ (29.7) -30.6% $ 237.0 $ 350.1 $ (113.2) -32.3% Footnotes: (a) Acquisition and fresh start accounting requires that deferred revenue and deferred costs be written off. This adjustment adds back revenue, net of expenses, for what would have been recognized in EBITDA, absent acquisition and fresh start accounting. (b) Capital restructuring costs represent advisory fees incurred by Dex Media in connection with their evaluation of the Company's capital structure, prior to filing a prepackaged Chapter 11 plan of reorganization with the U.S. Bankruptcy Court. (c) Business transformation costs represent expenses incurred by Dex Media in connection with their organizational restructuring program, which included the launch of virtual sales offices, enabling the Company to eliminate field sales offices, plus the automation of the sales process, integration of systems to eliminate duplicative systems and workforce reductions. (d) (e) Other one-time costs for full year 2017 primarily represents YP litigation costs of $3.8 million, YP professional services fees of $2.0 million and other YP project costs of $7.4 million. Other one-time costs for 2016 primarily represents YP severance (not related to the YP acquisition) of $1.0 million in Q4 and $18.8 million for the full year, YP litigation costs of $5.7 million in Q4 and $13.3 million for the full year, and YP other project costs. Free cash flow in 2017 includes the payment of YP acquisition integration and transaction fees of $29.2 million in Q4 and $70.5 million for the full year, income taxes of $6.8 million in Q4 and $131.1 million for the full year, and other non-recurring costs of $2.5 million in Q4 and $20.4 million for the full year. 17
DexYP FREE CASH FLOW RECONCILIATION Q4 Full Year $mm 2017 2016 Fav (Unfav) % 2017 2016 Fav (Unfav) % Adjusted Pro Forma EBITDA $ 136.0 $ 183.8 $ (47.8) -26.0% $ 563.0 $ 720.2 $ (157.2) -21.8% Tax refunds/(payments) (6.8) (14.4) 7.7 53.1% (131.1) (63.4) (67.7) -106.8% YP acquisition integration & transaction costs (29.2) - (29.2) NM (70.5) - (70.5) NM Business transformation costs (a) (2.5) (8.4) 5.9 70.0% (11.6) (32.6) 21.0 64.5% Other cash costs (b) - (7.5) 7.5 100.0% (8.8) (43.3) 34.5 79.7% Pension funding - (0.1) 0.1 100.0% (4.3) (5.5) 1.2 22.3% Working capital/other 1.4 (11.0) 12.3 112.4% 22.0 40.4 (18.4) -45.6% Cash from Operating Activities $ 98.9 $ 142.3 $ (43.4) -30.5% $ 358.7 $ 615.8 $ (257.0) -41.7% Capital expenditures (8.3) (16.0) 7.7 48.2% (30.8) (55.3) 24.5 44.2% Free Cash Flow (before Debt Service) $ 90.6 $ 126.3 $ (35.7) -28.3% $ 327.9 $ 560.5 $ (232.6) -41.5% Interest payments (23.3) (29.4) 6.1 20.8% (90.9) (167.0) 76.1 45.5% Free Cash Flow, before Capital Restructuring Costs & Reorganization Costs $ 67.3 $ 96.9 $ (29.6) -30.5% $ 237.0 $ 393.5 $ (156.5) -39.8% Capital restructuring costs (c) - - - NM - (29.4) 29.4 100.0% Reorganization costs (d) - 0.1 (0.1) -100.0% - (13.9) 13.9 100.0% Free Cash Flow, after Capital Restructuring Costs & Reorganization Costs $ 67.3 $ 97.0 $ (29.7) -30.6% $ 237.0 $ 350.1 $ (113.2) -32.3% Footnotes: (a) Business transformation costs represent amounts paid by Dex Media in connection with their organizational restructuring program, which included the launch of virtual sales offices, enabling the Company to eliminate field sales offices, plus the automation of the sales process, integration of systems to eliminate duplicative systems and workforce reductions. (b) (c) (d) Other cash costs in 2017 primarily represents YP severance (not related to the YP acquisition) and YP other project costs through YTD June. Other cash costs in 2016 primarily represents YP severance (not related to the YP acquisition) of $1.0 million in Q4 and $18.8 million for the full year, YP litigation costs of $5.7 million in Q4 and $13.3 million for the full year, and YP other project costs. Capital restructuring costs represent advisory fees paid by Dex Media in 2016 in connection with their evaluation of the Company's capital structure, prior to filing a prepackaged Chapter 11 plan of reorganization with the U.S. Bankruptcy Court. Reorganization costs represent charges paid by Dex Media in 2016 that were directly associated with the process of reorganizing the business under Chapter 11 of the U.S. Bankruptcy Code. 18