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Thryv Holdings, Inc. and Subsidiary

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Thryv Holdings, Inc. and Subsidiary Thryv Holdings, Inc. and Subsidiary INTERIM FINANCIAL REPORT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018 Thryv Holdings, Inc. and Subsidiary Index to Interim Financial Report Page Financial Statements Condensed Consolidated Statements of Operations 3 Three and Nine Months Ended September 30, 2019 and 2018 (unaudited) Condensed Consolidated Balance Sheets 4 At September 30, 2019 (unaudited) and December 31, 2018 Condensed Consolidated Statement of Changes in Shareholders' (Deficit) Equity 5 Nine Months Ended September 30, 2019 and 2018 (unaudited) Condensed Consolidated Statements of Cash Flows 6 Nine Months Ended September 30, 2019 and 2018 (unaudited) Notes to Condensed Consolidated Financial Statements (unaudited) 8 Management's Discussion and Analysis of Financial Condition and Results of Operations (unaudited) 25 2 Financial Statements Thryv Holdings, Inc. and Subsidiary Condensed Consolidated Statements of Operations (in thousands) (unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Revenue $ 359,766 $ 449,426 $ 1,129,023 $ 1,369,374 Operating expenses: Sales and marketing 88,582 113,760 278,420 372,730 Cost of services (exclusive of depreciation and amortization) 115,541 152,418 383,382 485,929 General and administrative 33,071 68,677 129,988 206,089 Depreciation and amortization 50,471 66,703 155,285 200,445 Total operating expenses 287,665 401,558 947,075 1,265,193 Operating income 72,101 47,868 181,948 104,181 Other income (expense): Interest expense (23,666) (19,870) (71,068 ) (65,855) Other components of net periodic pension (cost) credit (16,111) (1,437) (19,797 ) 4,022 Loss on early extinguishment of debt — — (6,375 ) — Income before provision for income taxes 32,324 26,561 84,708 42,348 Provision for income taxes (10,931) (6,878) (32,912 ) (11,642) Net income $ 21,393 $ 19,683 $ 51,796 $ 30,706 The accompanying notes are an integral part of the condensed consolidated financial statements. 3 Thryv Holdings, Inc. and Subsidiary Condensed Consolidated Balance Sheets (in thousands, except share data) September 30, December 31, 2019 2018 Assets (unaudited) Current assets Cash and cash equivalents $ 2,184 $ 34,169 Accounts receivable, net of allowances of $20,790 and $19,505 126,421 154,250 Unbilled accounts receivable 6,467 6,234 Accrued tax receivable 40,328 40,328 Deferred product costs 99,342 130,761 Prepaid expenses and other 20,984 17,924 Total current assets 295,726 383,666 Fixed assets and capitalized software, net 98,708 122,157 Goodwill 609,457 609,457 Intangible assets, net 189,150 312,242 Debt issuance costs 3,681 3,676 Indemnification asset 29,236 33,882 Other non-current assets 11,093 5,329 Total assets $ 1,237,051 $ 1,470,409 Liabilities and Shareholders' (Deficit) Equity Current liabilities Current portion of financing obligations $ 694 $ 1,226 Accounts payable and accrued liabilities 143,101 194,747 Current portion of reserve for idle facilities 3,726 4,392 Accrued interest 14,130 2,721 Deferred revenue 64,376 68,347 Total current liabilities 226,027 271,433 Term loan B, net of debt issuance costs of $630 and $716 667,370 399,284 Line of credit B 116,663 — Line of credit A — 146,577 Financing obligations, net of current portion 55,703 56,117 Employee benefit obligations 209,773 247,575 Deferred tax liabilities 23,653 29,632 Unrecognized tax benefits 54,233 51,372 Reserve for idle facilities, net of current portion 2,435 3,451 Other liabilities 873 361 Total liabilities 1,356,730 1,205,802 Commitments and contingencies (see Note 11 and Note 15) Shareholders' (deficit) equity Common shares - $0.01 par value; 250,000,000 shares authorized; 103,397,908 shares issued and outstanding at September 30, 2019 and 103,196,120 shares outstanding at December 31, 2018 1,034 1,032 Additional paid-in capital 583,771 1,006,363 Treasury stock - $0.01 par value, 43,114,961 shares at September 30, 2019 and no shares at December 31, 2018 (431 ) — Accumulated deficit (704,053 ) (742,788 ) Total shareholders' (deficit) equity (119,679 ) 264,607 Total liabilities and shareholders' (deficit) equity $ 1,237,051 $ 1,470,409 The accompanying notes are an integral part of the condensed consolidated financial statements. 4 Thryv Holdings, Inc. and Subsidiary Condensed Consolidated Statement of Changes in Shareholders' (Deficit) Equity (in thousands, except share amounts) (unaudited) Common Shares Treasury Stock Total Additional Shareholders' Par Paid-in Accumulated (Deficit) Shares Value Capital Shares Amount Deficit Equity Balance at December 31, 2017 103,196,920 $ 1,032 $ 1,006,363 — $ — $ (793,839 ) $ 213,556 Net income — — — — — 30,706 30,706 Balance at September 30, 2018 103,196,920 $ 1,032 $ 1,006,363 — $ — $ (763,133 ) $ 244,262 Balance at December 31, 2018 103,196,920 $ 1,032 $ 1,006,363 — $ — $ (742,788 ) $ 264,607 Purchase of treasury stock (see Note 13) — — (424,470 ) (43,114,961 ) (431 ) (13,061 ) (437,962) Exercises of stock options 200,988 2 1,878 — — — 1,880 Net income — — — 51,796 51,796 Balance at September 30, 2019 103,397,908 $ 1,034 $ 583,771 (43,114,961 ) $ (431 ) $ (704,053 ) $ (119,679) The accompanying notes are an integral part of the condensed consolidated financial statements. 5 Thryv Holdings, Inc. and Subsidiary Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Nine Months Ended September 30, 2019 2018 Cash Flows from Operating Activities Net income $ 51,796 $ 30,706 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 155,285 200,445 Amortization of debt issuance costs 856 1,182 Deferred income taxes (5,980 ) (21,965 ) Accrued income taxes, net 5,732 (7,845 ) Provision for bad debts 21,418 26,044 Stock-based compensation expense 5,514 33,215 Employee retiree benefits 19,797 (4,022 ) Loss on early extinguishment of debt 6,375 — Loss on disposal/write-off of property, plant and equipment 5,294 7,315 Non-cash loss (gain) from remeasurement of indemnification asset 4,646 (9,745 ) Changes in working capital items, excluding acquisitions: Accounts receivable, including unbilled 64,599 30,453 Deferred product costs 31,418 (1,851 ) Deferred revenue (63,289 ) 16,696 Other current assets (8,822 ) (7,179 ) Accounts payable and accrued liabilities (72,598 ) (57,517 ) Settlement of stock option liability (33,901 ) — Net cash provided by operating activities 188,140 235,932 Cash Flows from Investing Activities Additions to fixed assets and capitalized software (13,296 ) (16,529 ) Proceeds from the sale of building and fixed assets 846 17 Acquisition of a business, net of cash acquired (see Note 2) (147 ) — Net cash used in investing activities (12,597 ) (16,512 ) Cash Flows from Financing Activities Proceeds from Term loan B, net of debt extinguishment costs 418,625 — Payments of Term loan B (157,000 ) — Payments of Term loan A — (206,000 ) Proceeds from line of credit B 706,655 — Payments of line of credit B (589,991 ) — Proceeds from line of credit A 108,017 1,409,612 Payments of line of credit A (254,594 ) (1,416,557 ) Payments of financing obligations (943 ) (2,996 ) Debt issuance costs (774 ) — Purchase of treasury stock (see Note 13) (437,962 ) — Proceeds from exercises of stock options 439 — Net cash used in financing activities (207,528 ) (215,941 ) (Decrease) increase in cash and cash equivalents (31,985 ) 3,479 Cash and cash equivalents, beginning of period 34,169 2,038 Cash and cash equivalents, end of period $ 2,184 $ 5,517 6 Thryv Holdings, Inc. and Subsidiary Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Nine Months Ended September 30, 2019 2018 Supplemental Information Cash paid for interest $ 58,972 $ 64,027 Cash paid for income taxes, net $ 33,159 $ 41,451 The accompanying notes are an integral part of the condensed consolidated financial statements. 7 Thryv Holdings, Inc. and Subsidiary Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1 Description of Business and Summary of Significant Accounting Policies General Thryv, Inc. (“Thryv Holdings, Inc.” or the “Company”) is a leading provider of software as a service (“SaaS”) marketing solutions through the Thryv® platform. The Company owns and operates Print Yellow Pages and Internet Yellow Pages directories and offers other digital media services. The Company was incorporated on August 17, 2012 as Newdex, Inc. On April 30, 2013, the Company merged with Dex One Corporation and SuperMedia LLC and changed its name to Dex Media, Inc. In 2016, Dex Media, Inc. and certain of its affiliates filed with the United States Bankruptcy Court for the District of Delaware a proposed joint voluntary prepackaged Chapter 11 plan of reorganization and applied fresh start accounting on July 31, 2016, resulting in a new basis of accounting. On December 13, 2016, the Company changed its name to Dex Media Holdings, Inc. On June 30, 2017, the Company acquired YP Holdings, LLC (“YP”), and began operating as DexYP®, until July 15, 2019 when it changed its name to Thryv Holdings, Inc. Basis of Presentation The Company prepares its financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States. The consolidated financial statements include the financial statements of Thryv Holdings, Inc. and its wholly owned subsidiary. The accompanying consolidated financial statements contain all adjustments, consisting of normal recurring items and accruals, necessary to fairly present the financial position, results of operations and cash flows of the Company. All intercompany balances and transactions have been eliminated. The results of operations for any interim period are not necessarily indicative of the results for a full year.
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