Thryv Holdings, Inc. and Subsidiary

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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

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.

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.

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.

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

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.

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. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company's annual report for the year ended December 31, 2018.

Certain reclassifications have been made to the September 30, 2018 condensed consolidated financial statements and accompanying notes to conform to the September 30, 2019 presentation, including the reclassification of $4.0 million of net periodic pension credit from Sales and marketing, Costs of services, and General and administrative expense into Other income (expense), net in the Company's Condensed Consolidated Statements of Operations, as a result of the adoption of Accounting Standards Update No. 2017-07 (“ASU 2017-07”) relating to the presentation of net periodic pension cost. See Recently Adopted Accounting Pronouncements below, and Note 13, Pensions, for additional information.

Use of Estimates

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions about future events that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. The results of those estimates form the basis for making judgments about the carrying values of certain assets and liabilities.

Examples of reported amounts that rely on significant estimates include the allowance for doubtful accounts, assets acquired and liabilities assumed in business combinations, certain amounts relating to the accounting for income taxes, the recoverability and fair value determination of fixed assets and capitalized software, goodwill, intangible assets, indemnification asset, stock-based compensation liability and pension obligations.

Summary of Significant Accounting Policies

During the period covered in this interim financial report, there have been no material changes to the significant accounting policies used, and disclosed, in our annual report for the year ended December 31, 2018.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” (“ASU 2018-15”). The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. ASU 2018-15 is effective for nonpublic business entities for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption of the amendments in ASU 2018-15 is permitted, including adoption in any interim period. The amendments in ASU 2018-15 should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company elected to early adopt this guidance prospectively in the first quarter of 2019 as the Company has initiatives involving cloud computing arrangements that are service contracts. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements and is recorded in Prepaid expenses and other for the current portion of these costs and Other assets for the non-current portion of these costs on the Company's Condensed Consolidated Balance Sheets.

In March 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-07, “Compensation - Retirement Benefits (ASC 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” (“ASU 2017-07”). This ASU changes how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the net periodic benefit cost in the income statement. Under the new guidance, only the service cost component of net periodic benefit cost would be included in operating expenses and only the service cost component would be eligible for capitalization into assets such as inventory. Since all pension plans have been frozen and no employees accrue future pension benefits under any of the pension plans, the Company no longer incurs service cost as a component of net periodic cost. All other net periodic benefit cost components, such as interest cost, expected return on plan assets, settlement (gain)/loss, and remeasurement (gain)/loss would be reported outside of operating income. ASU 2017-07 is effective for non-public business entities for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. On January 1, 2019, the Company early adopted this guidance on a retrospective basis, which resulted in the reclassification of $19.8 million and ($4.0) million of the Company’s net periodic pension cost (benefit) from Cost of services, Sales and marketing, and General and administrative operating expense into Other income (expense), net in the Company's Consolidated Statements of Operations for the nine months ended September 30, 2019 and 2018, respectively.

Recently Issued Accounting Pronouncements Not Yet Adopted

In May 2019, the FASB issued ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326),” (“ASU 2019-05”). ASU 2019-05 provides amendments to ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” (“ASU 2016-03”) issued by the FASB in June 2016, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. ASU 2019-05 provides entities an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. For all business entities that have adopted the amendments in ASU 2016-03, the amendments in ASU 2019-05 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2019- 05 should be applied on a modified-retrospective basis. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and related disclosures.

In August 2018, the FASB issued ASU No. 2018-14, “Compensation-Retirement Benefits-Defined Benefit Plans-General (Topic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans,” (“ASU 2018- 14”). The amendments in ASU 2018-14 modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments remove disclosures that are no longer considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. ASU 2018-14 is effective for fiscal years ending after December 15, 2021, for nonpublic business entities. Early adoption is

permitted. An entity should apply the amendments in ASU 2018-14 on a retrospective basis to all periods presented. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and related disclosures.

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement,” (“ASU 2018-13”). The amendments in ASU 2018-13 removed from Topic 820 the following disclosure requirements: 1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; 2) the policy for timing of transfers between levels; 3) the valuation processes for Level 3 fair value measurements; and 4) for nonpublic entities, the changes in unrealized gains and losses for the period included in operations for recurring Level 3 fair value measurements held at the end of the reporting period. The following disclosure requirements were modified in Topic 820: 1) in lieu of a roll-forward for Level 3 fair value measurements, a nonpublic entity is required to disclose transfers into and out of Level 3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities; and 2) the amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty measurement as of the reporting date. ASU 2018-13 is effective for all business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments in ASU 2018-13 on changes in unrealized gains and losses, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments in ASU 2018-13 should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and related disclosures.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting,” (“ASU 2018-07”). ASU 2018-07 requires entities to apply similar accounting for share-based payment transactions with non-employees as with share-based payment transactions with employees. ASU 2018-07 is effective for non-public business entities for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity's adoption date of Topic 606. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and related disclosures.

In February 2017, the FASB issued ASU No. 2017-06, “Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting,” (“ASU 2017-06”). ASU 2017-06 clarifies presentation requirements for a plan's interest in a master trust and requires more detailed disclosures of the plan's interest in the master trust. ASU 2017-06 is effective for all business entities for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and related disclosures.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or business. ASU 2017-01 is effective for nonpublic business entities for annual reporting periods beginning after December 31, 2018, and interim reporting within annual periods beginning after December 15, 2019. The adoption of this new accounting guidance is not expected to have a material impact on the Company's financial statements and related disclosures.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014- 09”), which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under U.S. GAAP. The FASB subsequently issued several amendments to this new revenue recognition standard. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). ASU 2014-09 is effective for nonpublic business entities for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company is planning to adopt this new revenue recognition standard during the annual reporting period beginning January 1, 2019. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and related disclosures.

Note 2 Acquisitions

Purchases of a Certified Marketing Representative (“CMR”)

On July 31, 2019, the Company completed its purchase of a CMR, who up until the date of this purchase, was an outside reseller of the Company's print and digital advertising products. In exchange for control of this outside reseller's business, as well as a covenant not to compete agreement signed by the reseller, the Company recorded a purchase consideration payable of $0.2 million, and forgave approximately $0.1 million of accounts receivable due from this reseller. The total purchase consideration of approximately $0.3 million was recorded to Intangible assets on the Company's Consolidated Balance Sheet and will be amortized over three years.

On June 30, 2019, the Company completed its purchase of a CMR, who up until the date of this purchase, was an outside reseller of the Company's print and digital advertising products. In exchange for control of this outside reseller's business, as well as a covenant not to compete agreement signed by the reseller, the Company recorded a purchase consideration payable of $0.5 million, and forgave approximately $0.8 million of accounts receivable due from this reseller. The total purchase consideration of approximately $1.3 million was recorded to Intangible assets on the Company's Condensed Consolidated Balance Sheet and will be amortized over three years.

Acquisition of Haines Publishing, Inc.

On November 30, 2018, the Company completed the acquisition of Haines Publishing, Inc. (“Haines”), for a consideration of $1.4 million. The Company acquired substantially all of the Haines assets and assumed substantially all of the liabilities, in each case, other than certain specified assets and liabilities. The Company performed a purchase price allocation to the acquired assets and $0.7 million of working capital, consisting of accounts receivable of $1.3 million, offset by accounts payable of $0.6 million, and recorded a client relationship intangible asset of $0.7 million. This acquisition was not significant to the Company; therefore, certain pro forma disclosures that would have been required had this acquisition been significant to the Company, are excluded.

Note 3 Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value.

Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Level 3 - Unobservable inputs that reflect the Company's own assumptions incorporated into valuation techniques. These valuations require significant judgment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input, to the fair value measurement in its entirety, requires substantial judgment and consideration of factors specific to the asset or liability. Level 3 inputs are inherently difficult to estimate. Changes to these inputs can have a significant impact on fair value measurements. Assets and liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach. There have been no transfers between fair value measurement levels during the nine months ended September 30, 2018. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company’s non-financial assets such as goodwill, intangible assets, fixed assets, and capitalized software are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 and Level 2 inputs. Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair value of the Company's indemnification asset is measured utilizing the fair value of the Company's common stock. Due to the fact that the Company's common stock is not traded on a public exchange, and since no quoted market price for the common stock is available, the Company utilizes Level 3 inputs to estimate this fair value. The

Company estimates this fair value using the income approach discounted cash flow model. Estimates of fair values under the discounted cash flow model are subjective in nature, involve uncertainties and matters of significant judgment and are made at a specific point in time. Thus, changes in key assumptions regarding discount rate and growth rate from period to period could significantly affect the estimate of fair value.

The fair value of the indemnification asset at September 30, 2019 and December 31, 2018 was $29.2 million and $33.9 million, respectively. The decrease in fair value of the indemnification asset of $4.7 million during the nine months ended September 30, 2019 was recorded as a loss in general and administrative expense on the Company's Condensed Consolidated Statement of Operations.

The fair value of benefit plan assets is measured and recorded on the Company's Condensed Consolidated Balance Sheets using Level 2 inputs. See Note 12, Pensions, for additional information.

The fair value associated with the Company's stock-based liability awards totaled $40.5 million at September 30, 2019. The fair value was calculated using Level 3 inputs at September 30, 2019 and December 31, 2018. The fair value of the vested portion of the stock-based liability awards at September 30, 2019 and December 31, 2018 was $34.4 million and $64.3 million, respectively, and is included in Employee benefit obligations on the Company's Condensed Consolidated Balance Sheets (see Note 8, Employee Benefit Obligations). The decrease in fair value of the vested portion of the stock-based liability awards at September 30, 2019 was primarily associated with the settlement of approximately 4.2 million of the Company's stock option awards resulting in a net cash distribution to the related option holders of approximately $33.9 million. The decrease in fair value of the vested portion of the stock-based liability awards at September 30, 2019 was also associated with a decrease in the Company's share fair value. See Note 13, Stock-Based Compensation, for additional information.

The fair value of the Company's term loan is determined based on the observable market data of a non-public exchange using Level 2 inputs.

The following table sets forth the carrying amount and fair value of the Company’s term loan (in thousands): September 30, 2019 December 31, 2018 Carrying Carrying Amount Fair Value Amount Fair Value Term loan B, net $ 667,370 $ 668,000 $ 399,284 $ 400,000

Note 4 Intangible Assets and Goodwill

Intangible Assets

The Company had definite-lived intangible assets of $189.2 million and $312.2 million as of September 30, 2019 and December 31, 2018, respectively.

The following tables set forth the Company's intangible assets (in thousands):

September 30, 2019 Accumulated Gross Amortization Net Client relationships $ 701,802 $ 584,638 $ 117,164 Trademarks and domain names 200,300 130,766 69,534 Patented technologies 19,600 18,613 987 Covenant not to compete 1,588 123 1,465 Total intangible assets $ 923,290 $ 734,140 $ 189,150

December 31, 2018 Accumulated Gross Amortization Net Client relationships $ 701,802 $ 489,991 $ 211,811 Trademarks and domain names 200,300 103,763 96,537 Patented technologies 19,600 15,706 3,894 Total intangible assets $ 921,702 $ 609,460 $ 312,242

The following table rolls forward the balances of the Company's intangible assets (in thousands):

Nine Months Ended September 30, 2019 Trademarks Covenant Total Client and domain Patented not to Intangible relationships names technologies compete assets Balance, December 31, 2018 $ 211,811 $ 96,537 $ 3,894 $ — $ 312,242 Additions (see Note 2, Acquisitions) — — — 1,588 1,588 Amortization expense (94,647 ) (27,003) (2,907) (123 ) (124,680) Balance, September 30, 2019 $ 117,164 $ 69,534 $ 987 $ 1,465 $ 189,150

The following table reflects amortization expense associated with the Company's intangible assets (in thousands):

Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Amortization expense $ 41,642 $ 55,209 $ 124,680 $ 165,629

Estimated aggregate future amortization expense by fiscal year for the Company's intangible assets is as follows (in thousands):

Estimated Future Fiscal Year Amortization Expense 2019 (remaining) $ 41,669 2020 115,639 2021 17,008 2022 14,834 Total $ 189,150

Goodwill

The Company had goodwill of $609.5 million, net of an accumulated impairment loss of $712.8 million, as of September 30, 2019 and December 31, 2018, respectively. As of September 30, 2019, $44.5 million of this net goodwill is deductible for tax purposes.

There were no impairment charges related to goodwill at September 30, 2019 or December 31, 2018.

Note 5 Restructuring Charges

Restructuring charges are non-recurring in nature and are incurred primarily from post-merger integration and restructuring initiatives that are designed to improve operational efficiencies and realize synergies. These charges include one-time severance benefits, facility exit costs, system consolidation and integration costs, and professional consulting and advisory services costs. The Company expects to incur approximately $200 million in connection with these business restructuring and post-merger integration related activities. During the three and nine months ended September 30, 2019, the Company has incurred $11.4 million and $39.8 million of such business restructuring charges. To date, from inception through September 30, 2019, the Company has incurred $194.9 million of cumulative business

restructuring charges. These restructuring charges are recorded in General and Administrative expense on the Company's Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018.

The following table sets forth the components of the Company's restructuring charges (in thousands):

Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Severance $ 1,827 $ 3,474 $ 7,237 $ 15,167 Lease related costs 492 1,404 3,282 11,746 System consolidation costs 2,903 10,886 9,304 15,092 Legal costs 955 3,135 5,188 3,244 Tax and accounting advisory services 724 2,246 1,670 17,006 Other 4,543 6,131 13,099 13,738 Total restructuring charges $ 11,444 $ 27,276 $ 39,780 $ 75,993

The following tables reflect the Company's liabilities associated with restructuring charges (in thousands): Beginning Balance Ending Balance January 1, 2019 Expense Payments September 30, 2019 Severance $ 4,920 $ 7,237 $ (8,351 ) $ 3,806 Lease related costs 7,621 3,282 (4,987 ) 5,916 System consolidation costs 1,064 9,304 (10,027 ) 341 Legal costs 3,519 5,188 (3,581 ) 5,126 Tax and accounting advisory services — 1,670 (1,689 ) (19 ) Other 15,413 13,099 (4,129 ) 24,383 Total restructuring charges $ 32,537 $ 39,780 $ (32,764 ) $ 39,553

Beginning Balance Ending Balance January 1, 2018 Expense Payments September 30, 2018 Severance $ 12,364 $ 15,167 $ (21,878 ) $ 5,653 Lease related costs 6,024 11,746 (8,556 ) 9,214 System consolidation costs 938 15,092 (15,027 ) 1,003 Legal costs 3,565 3,244 (3,185 ) 3,624 Tax and accounting advisory services 5,082 17,006 (17,408 ) 4,680 Other 3,726 13,738 (4,799 ) 12,665 Total restructuring charges $ 31,699 $ 75,993 $ (70,853 ) $ 36,839

Note 6 Accounts Receivable Allowance

The following table sets forth the Company's allowance for doubtful accounts (in thousands): September 30, 2019 December 31, 2018 Balance at beginning of year $ 19,505 $ 31,193 Additions charged to expense/revenue (1) 38,735 55,898 Deductions (2) (37,450 ) (67,586) Ending balance $ 20,790 $ 19,505

(1) Represents bad debt expense, which is included in General and administrative expense, and sales allowances which are recorded as a contra to Revenue, on the Company's Condensed Consolidated Statements of Operations.

(2) Represents amounts written off as uncollectible, net of recoveries, and sales adjustments.

Note 7 Accounts Payable and Accrued Liabilities

The following table sets forth the Company's accounts payable and accrued liabilities (in thousands):

September 30, 2019 December 31, 2018 Accounts payable $ 13,379 $ 24,576 Accrued salaries and wages 41,541 55,815 Accrued severance 4,414 5,528 Accrued expenses 83,470 108,828 Refundable setup fees 297 — Total accounts payable and accrued liabilities $ 143,101 $ 194,747

Note 8 Employee Benefit Obligations

The following table sets forth the Company's employee benefit obligations (in thousands):

September 30, 2019 December 31, 2018 Pension obligations, net of pension assets $ 164,096 $ 170,919 Long-term disability insurance 11,256 12,406 Stock option liability 34,421 64,250 Total employee benefit obligations $ 209,773 $ 247,575

Note 9 Fixed Assets and Capitalized Software

The following table sets forth the components of the Company's fixed assets and capitalized software (in thousands):

September 30, 2019 December 31, 2018 Land, buildings and building improvements $ 6,721 $ 8,201 Leasehold improvements 5,584 4,321 Computer and data processing equipment 35,933 39,458 Furniture and fixtures 3,723 5,462 Capitalized software 78,721 83,803 Assets under financing obligations (1) 54,676 54,676 Other 757 1,197 Fixed assets and capitalized software 186,115 197,118 Less: accumulated depreciation and amortization 87,407 74,961 Total fixed assets and capitalized software, net $ 98,708 $ 122,157

(1) Includes a residual value of $45.8 million associated with a building in Tucker, Georgia tied to a failed sale-leaseback transaction (see Note 10, Debt Obligations, for additional information).

The following table reflects depreciation and amortization expense associated with the Company's fixed assets and capitalized software (in thousands):

Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Amortization of capitalized software $ 5,739 $ 7,409 $ 19,620 $ 22,390 Depreciation expense of fixed assets (1) 3,090 4,085 10,985 12,426 Total depreciation and amortization expense $ 8,829 $ 11,494 $ 30,605 $ 34,816

(1) Includes amortization associated with assets under financing obligations of $0.4 million for both the three months ended September 30, 2019 and 2018, and $1.3 million for both the nine months ended September 30, 2019 and 2018.

Note 10 Debt Obligations

The following table sets forth the Company's outstanding debt obligations (in thousands): Interest Rate Carrying Value September 30, December 31, September 30, December 31, Maturity 2019 2018 2019 2018

Term loan B, net (1) December 31, 2023 LIBOR + 9.00% LIBOR + 9.00% $ 667,370 $ 399,284 Line of credit B September 30, 2023 3-month LIBOR + 4.00% — 116,663 — Line of credit A April 29, 2021 3-month LIBOR + — 4.00% — 146,577

Total debt obligations $ 784,033 $ 545,861

(1) Net of deferred loan costs of $0.6 million and $0.7 million as of September 30, 2019 and December 31, 2018, respectively.

Term Loan

On July 29, 2016, the Company entered into a credit agreement, the Dex Media Credit Agreement (“Term loan A”) with initial borrowings of $600.0 million. On June 30, 2017, an additional $550.0 million was borrowed under Term loan A with the proceeds being used to finance the Company’s purchase of YP. On December 31, 2018, Term loan A was amended under an Amended and Restated Credit Agreement initiated by Dex Media, Inc. (the Company's operating subsidiary) whereby an existing lender in the Term loan A lender syndicate made available to Dex Media Inc. a senior secured term loan facility guaranteed by the Company, in an aggregate principal amount not to exceed $825.0 million (“Term loan B”), becoming the only lender. During the second and third quarter of 2019, the single and lead lender of Term loan B sold approximately 38% of its interests in Term loan B, a majority of which was to certain members of the previous Term loan A lender syndicate and who are also current owners of the Company's common stock. The Company accounted for the amending and restating of Term loan A as an extinguishment of debt.

Term loan B includes two installments. The first installment of $400.0 million was executed on December 31, 2018. The net proceeds of $381.6 million (net of loss on early extinguishment of debt of $18.4 million) were used to repay the remaining balance of Term loan A at December 31, 2018 of $354.3 million. Debt issuance costs associated with fees paid directly to outside legal counsel of $0.8 million associated with the first installment, were capitalized and are being amortized to interest expense, over the term of the loan, on a straight-line basis, which the Company has determined approximates the effective interest method. The second installment of $425.0 million was executed on January 31, 2019. The net proceeds of $418.6 million (net of loss on early extinguishment of debt of $6.4 million) were used to repay the remaining line of credit balance at January 31, 2019. Term loan B has a maturity date of December 31, 2023 and the interest rate is LIBOR plus 9.0%. As of September 30, 2019, the outstanding balance of Term loan B is $667.4 million.

At September 30, 2019, 93.3% of Term loan B was held by related parties who own 82.2% of the Company's common stock.

At March 31, 2019 and December 31, 2018, 100% of Term loan B was held by a related party who owned 4.9% of the Company's common stock on these dates.

Commencing with the fiscal quarter ending March 30, 2019, the Company is required to use its Excess Cash Flow (“ECF”) to repurchase debt based on the following:

Leverage Ratio Repurchase amount of ECF % > 1.50:1.00 100 % 1.50:1.00 > and >1.00:1.00 75 % <1.00:1.00 50 %

Leverage Ratio in the table above is defined as of any date of determination, the ratio of (a) Total indebtedness on such date to (b) Consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the period of four consecutive fiscal quarters of the Company's most recently ended as of such date for which internal financial statements of the Company are available. ECF repurchases are based on (a) net cash provided by operating activities of the Company for such quarterly period as reflected in the statement of cash flows on the consolidated financial statements of the Company, minus (b) the amount of capital expenditures made during such period, minus (c) minimum cash balance requirements.

Term Loan Covenants

The Amended and Restated Credit Agreement contains certain covenants that, subject to exceptions, limit or restrict the borrower's incurrence of additional indebtedness, liens, investments, loans, advances, guarantees, acquisitions, sales of assets, sale and leaseback transactions, swap agreements, payments of dividends or distributions, payments of certain indebtedness, certain transactions with affiliates, restrictive agreements, amendments of material documents, capital expenditures, mergers, consolidations and liquidations, and use of the proceeds from the ABL credit agreement. Additionally, the Company is required to maintain compliance with a leverage ratio covenant not to exceed 3.5 times adjusted pro forma EBITDA. As of the issuance date of these financial statements all covenants were met. The Company also expects to be in compliance with these covenants for the next 12 months.

Line of Credit

On December 15, 2016, the Company entered into a revolving credit agreement (“Line of credit A”) whereby the Company was able to draw to finance ongoing general corporate and working capital needs. Initially, the Company was able to borrow up to $150.0 million, subject to the terms and conditions of the Line of credit A. These terms and conditions require that the line of credit be secured by the Company’s accounts receivable and unbilled accounts receivable. The interest rate is 3-month LIBOR plus 4.0%.

To enter into the Line of credit A, the Company incurred debt issuance costs of $2.1 million. On April 21, 2017, the Line of credit A was amended to increase the available borrowing from $150.0 million to $200.0 million. On June 30, 2017, the Line of credit A was amended again to increase the Maximum Revolver Amount (“MRA”) available under the Line of credit A from $200.0 million to $350.0 million, and the Company incurred additional debt issuance costs of $3.9 million. On January 31, 2019, the Line of Credit A was amended and restated (“Line of credit B”), with a new maturity date of September 30, 2023, and an interest rate of 3-month LIBOR plus 4.0%. The Company accounted for this transaction as a modification of the Line of credit A. Accordingly, the unamortized debt issuance costs from Line of credit A, and the $0.7 million of fees and third-party costs associated with completing the Line of credit B transaction, will be deferred and amortized over the term of Line of credit B. The Company had debt issuance costs with remaining balances at September 30, 2019 and December 31, 2018 of $3.7 million and $3.7 million, respectively. These debt issuance costs are included in long-term assets on the Company's Condensed Consolidated Balance Sheets.

The Company classifies any outstanding balance under its line of credit as long-term based on its current maturity date.

The terms of Line of credit B require the MRA to decrease throughout the remaining periods, as follows (in thousands):

Maximum Revolver Period Amount First Amendment Effective Date through December 31, 2019 $ 225,000 January 1, 2020 through June 30, 2020 200,000 July 1, 2020 through December 31, 2020 175,000 January 1, 2021 through June 30, 2021 150,000 July 1, 2021 through December 31, 2021 125,000 January 1, 2022 and thereafter 100,000

Per the terms and conditions of the credit agreement, the remaining unused net amount available to borrow under Line of credit B at September 30, 2019 was $70.2 million, and under Line of credit A at December 31, 2018 was $84.2 million.

Line of Credit Covenants

The agreement for Line of credit B contains certain covenants that, subject to exceptions, limit or restrict the borrower's incurrence of liens, investments, acquisitions, disposal of assets, additional indebtedness, distributions and payments of certain indebtedness, certain affiliate transactions, issuance or sale of equity instruments, mergers, liquidations and consolidations. For its Line of credit B, the Company is required to maintain compliance with a fixed charge coverage ratio that must exceed a ratio of 1.00. The fixed charge coverage ratio is defined as, with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the ratio of (a) adjusted pro forma EBITDA for such period minus capital expenditures incurred during such period, to (b) fixed charges. Fixed charges is defined as with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) consolidated interest expense accrued (other than amortization of debt issuance costs, and other non-cash interest expense) during such period, (b) scheduled principal payments in respect of indebtedness paid, and (c) all federal, state, and local income taxes accrued, (d) all management, consulting, monitoring, and advisory fees paid to certain individuals or their affiliates, and (e) all restricted payments paid (whether in cash or other property, other than common equity interest). As of the issuance date of these financial statements all covenants were met. The Company also expects to be in compliance with these covenants for the next 12 months.

Other Financing Obligations and Reserve for Idle Facilities

As part of the acquisition of YP on June 30, 2017, the Company assumed certain financing obligations including a failed sale-leaseback transaction liability associated with land and a building in Tucker, Georgia. In conjunction with this financing liability, the fair value of the land and building was included as a part of the total tangible assets acquired in the Acquisition. A certain amount of this liability consists of a non-cash residual value at termination of the lease in August 2022, which on this date will be written off against the remaining carrying value of the land and building, with any amount remaining recorded as a gain on termination of the lease contract.

As part of its ongoing restructuring activities, the Company has exited certain leased facilities for which they have ongoing contractual rental obligations. As required, the Company has recorded a reserve for these future contractual rental obligations, net of anticipated sublease revenue offsets. Prior to establishing this reserve, the Company presented these future cash rental obligations within its operating lease commitments table included in Note 11, Commitments.

The following table sets forth a breakout of the total financing obligations and reserve for idle facilities (in thousands):

September 30, 2019 December 31, 2018 Non-cash residual value of Tucker, Georgia lease $ 54,676 $ 54,676 Future cash maturities associated with the Tucker, Georgia failed sale-leaseback liability 1,569 1,877 All other financing obligations 152 790 Reserve for idle facilities, including current portion 6,161 7,843 Total $ 62,558 $ 65,186

Future Cash Commitments

The following table sets forth future cash commitments associated with the Company's term loan, line of credit, and other financing obligations (in thousands):

Fiscal Year Debt Obligations 2019 (remaining) $ 281 2020 580 2021 739 2022 122 2023 784,033 Total $ 785,755

Note 11 Commitments

The Company leases office facilities under operating leases with non-cancelable lease terms expiring at various dates through 2025. Rent expense for the three and nine months ended September 30, 2019 was $2.3 million and $8.3 million, respectively. Rent expense for the three and nine months ended September 30, 2018 was $1.2 million and $14.0 million, respectively. Rent expense for the three and nine months ended September 30, 2019 includes adjustments to our reserve for idle facilities of approximately $0.1 million and $1.7 million, respectively.

The following table sets forth the future minimum rental payments applicable to non-cancelable operating leases at September 30, 2019 (in thousands):

Future Minimum Fiscal Year Rental Payments 2019 $ 2,321 2020 9,111 2021 6,862 2022 6,766 2023 and thereafter 19,587 Total $ 44,647

Note 12 Pensions

The Company maintains a pension obligation associated with non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs.

Although the plans are frozen, the Company continues to incur interest cost as well as gains/(losses) associated with changes in fair value of plan assets, all of which are referred to as net periodic benefit cost/(credit) (“net benefit obligation”). In determining this net benefit obligation at each reporting period, management makes certain actuarial assumptions, including the discount rate and expected return on plan assets. For these assumptions, management consults with actuaries, monitors plan provisions and demographics, and reviews public market data and general economic information. Changes in these assumptions can have a significant impact on the projected benefit obligation, funding requirement and net periodic benefit cost.

The Company immediately recognizes actuarial gains and losses in its operating results in the year in which the gains and losses occur. The Company estimates the interest component of pension net periodic cost/(credit) by utilizing a full yield curve approach in the estimation of this component by applying the specific spot rates along the yield curve used in the determination of the benefit obligation of the relevant projected cash flows. This method provides a more precise measurement of interest costs by improving the correlation between projected cash flows to the corresponding spot yield curve rates.

Net Periodic Pension Cost / (Credit)

The following table sets forth the components of net periodic pension cost for the Company's pension plans (in thousands):

Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Interest cost $ 5,537 $ 5,235 $ 16,721 $ 15,706 Expected return on assets (3,761) (4,164) (11,259) (12,562) Settlement (gain) / loss 719 11 719 (348) Remeasurement (gain) / loss 13,616 355 13,616 (6,818) Net periodic pension cost / (credit) $ 16,111 $ 1,437 $ 19,797 $ (4,022 )

At September 30, 2019 and December 31, 2018, pension obligations, net of pension assets, were $164.1 million and $170.9 million, respectively, and are included in Employee benefit obligations on the Company's Condensed Consolidated Balance Sheets (see Note 8, Employee Benefit Obligations).

Since all pension plans have been frozen and no employees accrue future pension benefits under any of the pension plans, the rate of compensation increase assumption is no longer needed. The Company determines the weighted- average discount rate by applying a yield curve comprised of the yields on several hundred high-quality, fixed income corporate bonds available on the measurement date to expected future benefit cash flows.

During the three months ended September 30, 2019, the Company made cash contributions of $22.1 million to the qualified plans, as required under pension accounting guidelines, and contributions and associated payments of $0.3 million to the non-qualified plans. During the nine months ended September 30, 2019, the Company made cash contributions of $25.7 million to the qualified plans, and contributions and associated payments of $0.6 million to the non-qualified plans.

For the full year of 2019, the Company expects to contribute approximately $27.0 million to the qualified plans and approximately $1.2 million to the non-qualified plans.

Note 13 Stock-Based Compensation

Equity Compensation

The Company's Stock Incentive Plan (“Stock Incentive Plan”) provides for several forms of incentive awards to be granted to designated eligible employees, non-management directors, and independent contractors providing services to the Company. The maximum number of shares of the Company's common stock authorized for issuance under the Stock Incentive Plan is 11,100,000.

Stock Option Liability Awards

The Stock Incentive Plan permits grants of stock options that can be net-cash-settled at the discretion of the Company. Due to the fact that there is no current market for the Company's common stock, the Company has determined that net- cash-settlement is the most likely outcome. Accordingly, all current options are classified as liability awards. At September 30, 2019, all current outstanding options are classified as liability awards based on the criteria established by the applicable accounting rules for stock-based compensation and accordingly are measured and presented at fair value on each reporting date.

No options were awarded during the nine months ended September 30, 2019, or 2018.

Any unvested portion of the stock option award will be forfeited upon the employee’s termination of employment with the Company for any reason before the date the option vests, except that the Compensation and Benefits Committee of the Company, at its sole option and election, may provide for the accelerated vesting of the stock option award. If the Company terminates the employee without cause or the employee resigns for good reason, then the employee is eligible to exercise the stock options that vested on or before the effective date of such termination or resignation. If the 20

Company terminates the employee for cause, then the employee's stock options, whether or not vested, shall terminate immediately upon termination of employment. The Compensation and Benefits Committee of the Company shall have the authority to determine the treatment of awards in the event of a change in control of the Company or the affiliate which employs the award holder.

The fair value of each stock option award, and its subsequent period over period remeasurement in the case of liability- based awards, is estimated using the Black-Scholes option pricing model. The model we use for this valuation/revaluation incorporates assumptions regarding inputs as follows:

• Due to the lack of trading volume of the Company's common stock, expected volatility is based on the debt- leveraged historical volatility of the Company's peer companies; • Expected life is calculated based on the average life of the vesting term and the contractual life of each award; and • The risk-free interest rate is determined using the U.S. Treasury zero-coupon issue with a remaining term equal to the expected life option and, • Due to the lack of historical turnover information relating to the option holder group, the Company has estimated a forfeiture rate of zero.

Weighted-average stock option fair values and assumptions for the nine months ended September 30, 2019 and 2018 are disclosed in the following table:

Nine Months Ended September 30, 2019 2018 Weighted-average fair value 7.05 8.72 Dividend yield — — Volatility 49.66 % 51.62 % Risk-free interest rate 1.50 % 2.90 % Expected life (in years) 3.56 4.23

The following table sets forth the changes in the Company's outstanding stock options:

Nine Months Ended September 30, 2019

Weighted- Weighted- Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Stock Options Price Term (years) Value Outstanding stock options at January 1, 2019 10,925,833 $ 2.15 7.79 $ 90,463,239 Granted — — — — Exercises (net cash settled, see Stock Tender below) (4,186,834 ) $ 2.05 7.26 $ 33,901,447 Exercises (through issuance of shares) (200,988 ) $ 2.18 7.03 $ 1,420,239 Forfeitures/expirations (550,360 ) $ 2.29 7.06 $ 3,690,964 Outstanding stock options at September 30, 2019 5,987,651 $ 2.20 6.8 $ 40,691,535 Options exercisable as of: September 30, 2019 4,123,178 $ 2.12 7.03 $ 28,412,253

As of September 30, 2019, the fair value associated with the Company's stock options totaled $40.5 million. The vested portion of this fair value at September 30, 2019 was $34.4 million and is included in Employee benefit obligations on the Company's Condensed Consolidated Balance Sheet (see Note 8, Employee Benefit Obligations). As of September 30, 2019, the unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options was approximately $6.1 million and is expected to be recognized over a weighted-average period of approximately 0.3 years.

Stock-based compensation expense recognized by the Company for the three and nine months ended September 30, 2019, which includes re-valuation adjustments, was a benefit of $4.5 million and an expense of $5.5 million, respectively. Stock-based compensation expense recognized by the Company for the three and nine months ended September 30, 2018 was $9.7 million and $33.2 million, respectively. These costs were recorded as part of General and administrative expense on the Company's Condensed Consolidated Statements of Operations.

Stock Tender

On May 1, 2019, the Company completed a stock tender transaction which included the purchase into treasury of approximately 43.1 million shares of its outstanding common stock from certain shareholders of record as of April 30, 2019. The total purchase price of this transaction was approximately $437.9 million. Additionally, through this stock tender, the Company settled approximately 4.2 million of its outstanding stock options resulting in a net cash settlement distribution to the related option holders of approximately $33.9 million.

Stock Warrants

As of September 30, 2019, and December 31, 2018, respectively, the Company had 10,459,141 fully vested outstanding warrants that allowed for the purchase of one share of the Company's common stock for each warrant exercised at a strike price of $13.55. The fair value of these warrants was estimated to be $4.2 million as of September 30, 2019 and December 31, 2018 and is included in Shareholders' (deficit) equity as part of Additional paid-in-capital. No warrants were exercised during the three or nine months ended September 30, 2019 or 2018, respectively. These warrants expire on July 31, 2023.

Note 14 Income Taxes

The Company’s effective tax rate (“ETR”) was 33.8% for the three months ended September 30, 2019 and 25.9% for the three months ended September 30, 2018. The ETR was 38.9% for the nine months ended September 30, 2019 and 27.5% for the nine months ended September 30, 2018. The ETR differs from the statutory rate primarily due to impact of changes in the valuation allowance.

Note 15 Contingent Liabilities

Litigation

The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates.

The Company establishes reserves for the estimated losses on specific contingent liabilities, for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, the Company is not able to make a reasonable estimate of liability because of the uncertainties related to the outcome or the amount or range of potential loss. The Company does not expect that the ultimate resolution of pending regulatory and legal matters in future periods will have a material adverse effect on the Company's Condensed Consolidated Statements of Operations.

NY Tax Cases: There are two matters open in this case; one involving the period December 1, 2009, through May 31, 2012 (the, “First Case”), and another involving the period June 1, 2012, through May 31, 2016 (the, “Second Case”). The issue in both matters is whether the hand delivery of the Company's telephone directories by Product Development Corporation (“PDC”) and Directory Distributing Associates, Inc. (“DDA”) in New York constitutes causing the directories to be mailed or shipped “by means of a common carrier, United States postal service or like delivery service” pursuant to Tax Law Section 1115(n)(4). If so, then no tax would be due as an exemption from tax would apply. The Company previously successfully litigated this issue for Verizon Yellow Pages Company and the Division did not appeal the Administrative Law Judge's (“ALJ”) determination. The Division, however, subsequently litigated the issue against another taxpayer, Yellow Book, and was successful.

On May 25, 2017, the Administrative Law Judge issued a Determination in the New York tax appeal and upheld the Notice of Determination issued by the Division of Taxation in the First Case. The Division asserted that $3.2 million of tax and interest was due for the period December 1, 2009 through May 31, 2012. In the Determination, the ALJ concluded 22

that “PDC and DDA were not acting as common carriers in their delivery of the directories but were acting as contract carriers.”

The Company subsequently filed an Exception with the Tax Appeals Tribunal (which reviews ALJ Determinations based on the record made before the ALJ). The Tax Appeals Tribunal issued an adverse ruling on or about September 20, 2018. The Company filed an appeal with the Appellate Division on January 17, 2019 and the Commissioner filed an answer in February 2019. In connection with the appeal, the Company paid $5.1 million to the State of NY for the tax assessed plus interest. If the Company prevails, it will be entitled to recover the payment. The Company filed its opening brief on or about August 19, 2019 and the State filed a response brief. The Company will file a reply brief on or before the November 22, 2019 deadline.

In addition, the Company has appealed the Division’s Notice of Determination for the Second Case, in which the Division has asserted that an additional $3.3 million of tax and interest is due. The ALJ approved a stipulation between the Company and the Division under which the parties agreed that the outcome of the ultimate decision in the First Case will be binding on the parties with respect to the Second Case. The total combined exposure of both cases is approximately $8.4 million, exclusive of the January payment.

Section 199 and Research and Development Tax Case: Section 199 of the Tax Code provides for exemptions for manufacturing performed in the U.S. The government has taken the position that directory providers are not entitled to take advantage of the exemption because printing vendors are taking deductions under the same exemption. The Tax Code also provides for tax credits related to research and development expenditures. The government has taken a position that the expenditures have not been sufficiently documented to be eligible as a credit. The Company disagrees with these positions.

The government has challenged the Company's positions and sent 90-day notices to the Company at the end of August 2018. In response, the Company has filed three petitions in the Tax Court and the IRS has filed answers to these petitions. The three cases have been assigned to an IRS case manager. The first petition that was filed is being sent to IRS Appeals. The Company continues to negotiate with the IRS to move the cases to Appeals so that they can be resolved.

The Company has reserved approximately $42.8 million in connection with the 199 dis-allowance and $6.7 million related to the research and development tax credit dis-allowance. Pursuant to the acquisition transaction whereby the Company acquired certain YP entities, the Company is entitled to (i) a dollar for dollar indemnification for the research and development tax liability, and (ii) a dollar for dollar indemnification for the 199-tax liability after the Company pays the first $8.0 million in liability. The indemnification, however, is subject to a provision in the YP acquisition agreement that limits the seller’s liability to certain stock that was escrowed in connection with the YP acquisition. The value of that escrowed stock is currently estimated to be approximately $29.2 million.

Walker v. Directory Distributing Associates, Inc. et al, United States Bankruptcy Court for the Eastern District of Missouri; United States District Court for the Eastern District of Missouri (“Missouri District Court”) (originally filed August 25, 2011 in Harris County, Texas). This is an action brought under the Fair Labor Standards Act (FLSA), alleging that Directory Distributing Associates, Inc. (DDA) misclassified Texas delivery workers as independent contractors and that those delivery workers were jointly employed by DDA and AT&T Corp. Plaintiffs seek unpaid minimum wage for work they claim was uncompensated, as well as alleged unpaid overtime compensation, liquidated damages, attorney's fees, and costs on behalf of approximately 2,500 opt-in plaintiffs for the time period of June 25, 2009 to December 21, 2012. AT&T assigned the DDA contracts and all liabilities arising under them to YP in 2012 and the agreements were assigned to Print Media in 2015. YP assumed the defense of this matter from AT&T on June 3, 2016 and retained Orrick for representation in this matter at that time. On October 14, 2016, DDA filed a chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Eastern District of Missouri (the “Missouri Bankruptcy Court”). On November 23, 2016, DDA removed this action to the United States Bankruptcy Court for the Southern District of Texas (the “Texas Bankruptcy Court”). In January 2017, the Missouri Bankruptcy Court stayed this matter in its entirety, with the exception of a Motion to Transfer the case to the Missouri Bankruptcy Court and Plaintiffs' Motion to Withdraw the Reference, which requested withdrawal of the action from the bankruptcy court to the district court. In February 2017, the Texas Bankruptcy Court transferred the case to the Missouri Bankruptcy Court, which appointed a chapter 11 trustee for DDA ("Trustee"), displacing DDA management. The Missouri Bankruptcy Court also stayed Walker in its entirety as to all parties, with the exception of the Motion to Withdraw Reference. In October 2017, the Bankruptcy Court granted the Trustee's motion to require the parties to mediate the Walker and Krawczyk matters. The mediation was conducted in August 2018 but was not successful. Thereafter the Trustee, DDA's shareholders, and the AT&T and YP Defendants worked together on a chapter 11 plan that would resolve Plaintiffs' claims against both DDA and the AT&TIYP Defendants. In November 2018, 23

the Trustee filed the Plan, the Disclosure Statement, Motion to Set a Hearing on the Disclosure Statement, Application to retain Epiq as noticing agent, Notice of Hearing and a Motion to establish procedures governing the estimation and plan confirmation and a Motion to estimate the FLSA related claims. In response, Plaintiffs immediately filed a request for a hearing on their Motion to Withdraw the Reference. In December 2018, the Bankruptcy Court granted the Trustee’s motion to retain Epiq and approved the Notice. Thereafter, approximately 40,000 Notices were mailed to the potential FLSA claimants (comprised of actual class members in Walker and potential class members in Krawczyk). In January 2019, the District Court granted Plaintiffs' Motion to Withdraw the Reference. On February 6, 2019, Plaintiffs formally requested relief from the stay. On February 7, 2019, an evidentiary hearing was held in the Bankruptcy Court on at the Trustee's motion to establish procedures for estimation and then took the matter under submission, while at the same time encouraging the parties to continue engaging in settlement discussions. Settlement discussions have continued since that date. Based on the May 1, 2019 mediation in Atlanta, the parties to Walker and Krawczyk have put all litigation efforts on hold, spending their time on trying to settle the few unresolved (but important) issues. The Plaintiffs owe DexYP and the other defendants a response to our latest proposal, which we expect to receive within the next two weeks. That response may result in agreement on most or all major issues, or may prompt additional negotiations, perhaps involving the mediator.

Note 16 Subsequent Events

We have evaluated all subsequent events through November 29, 2019, the date the condensed consolidated financial statements were available to be issued.

Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)

Management's Discussion and Analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources.

General

Thryv Holdings, Inc. (“Thryv, Inc.”, “we”, “our”, or the “Company”) is a privately held, leading provider of local marketing solutions. Through September 30, 2019, the Company's primary source of revenue is derived from local classified print directories, and digital solutions such as search, display and social media products.

The Company also provides software as a service (“SaaS”) products through Thryv® and ThryvGrow®. Thryv is an all- in-one small business software solution, that allows small business owners to:

• Build a digital customer list. • Communicate with customers via email and text. • Update business listings across the internet. • Accept appointments. • Send notifications and reminders. • Manage ratings and reviews. • Generate estimates and invoices. • Process payments. • Issue invoices and coupons.

ThryvGrow®, a compliment to Thryv, allows small business owners to generate leads across multiple media, through a single budget, and to see these new leads flow into their Thryv small business software solution.

Our Thryv Partner Program allows us to build partnerships with other companies who help small businesses, such as marketing agencies and IT specialists, to promote and sell Thryv software to small business owners nationwide. In early 2019, we announced the Thryv® Integration Partner Program, an initiative that aims to solidify partnerships with developers, designers and entrepreneurs to further our mission of helping small businesses succeed. This allows us to build on the great ideas we know already exist in the marketplace that would advance the level of support software we are able to offer our clients. To underscore our commitment to small businesses across America, we announced the Thryv Foundation, a charitable organization that will use a portion of the net profit from Thryv to educate, train, and support America’s current and future entrepreneurs.

Additionally, Thryv partners with several companies to provide our clients with other robust technologies allowing them to run their business efficiently.

Our partnership with Google allows Thryv customers to generate more bookings online through Reserve with Google. When customers find our clients via Google Search or Google Maps, they can schedule their appointment in just a few clicks.

The use of voice-enabled search grew significantly in just one year. That’s why Thryv teamed up with Yext to allow Thryv users the ability to “get found” through the top voice search speaker on the market, Amazon Echo (or as you may know her, “Alexa”).

DexYP provides consumer services through market-leading search, display and social products-and connects local businesses to the monthly visitors of DexKnows.com®, Superpages.com® and yellowpages.com search portals. We also publish and deliver The Real Yellow Pages®, the market-leading local classified print directory in communities nationwide

On June 30, 2017, we acquired YP Holdings (“YP”), a leading marketing solutions and search platform provider and publisher of the Real Yellow Pages and YP.com and began operating as DexYP.

On December 31, 2018, we amended and restated our term loan agreement. The terms of this new agreement provided for an $825.0 million five-year senior secured term loan facility consisting of two installments (“Term loan B”). This new senior secured term loan facility matures on December 31, 2023. The first of these two installments was executed in December 2018 for $400.0 million and was used to pay down our existing term loan balance. The second installment, 25

which we executed in January 2019, for $425.0 million, was used in part, to pay down our remaining line of credit balance, as well as fund our May 1, 2019 stock tender transaction. See Note 13, Stock-Based Compensation, for additional information.

On July 15, 2019, the Company changed its name from Dex Media Holdings, Inc. to Thryv Holdings, Inc.

Results of Operations

The results of operations presented and discussed herein are on a non-GAAP adjusted consolidated basis. We believe that these non-GAAP adjusted results provide more meaningful information to management and investors relative to the underlying financial performance of the Company. The unaudited adjusted financial information is not necessarily indicative or meant to be indicative of future results of operations of the Company. In addition, these non-GAAP measures are used internally by management for budgeting, forecasting and compensation.

We make adjustments to our GAAP results in order to arrive at non-GAAP adjusted results. We do this by; removing the impact of certain balance sheet account adjustments related to our acquisition of YP; removing certain non-recurring expenses, including business restructuring charges and post-merger integration related activities that are designed to improve operational efficiencies and realize synergies, consisting of one-time severance benefits, facility exit costs, system consolidation and integration costs, and professional consulting and advisory services costs, and removing certain non-recurring expenses associated with stock-based compensation and pension expense from our GAAP results.

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

The following table adjusts the Company's GAAP results to reflect non-GAAP adjusted results of operations (in thousands):

Table 1 - 2019 Three Months Ended September 30, Adjustments GAAP to GAAP Non-GAAP Non- September Recurring Adjusted 30, Adjustments Results 2019 2019 2019 Revenue $ 359,766 $ — $ 359,766

Operating expenses: Sales and marketing 88,582 — 88,582 Cost of services (exclusive of depreciation and amortization) 115,541 — 115,541 General and administrative 33,071 (6,986) (1) 26,085 Depreciation and amortization 50,471 — 50,471 Total operating expenses 287,665 (6,986) 280,679

Operating income 72,101 6,986 79,087 Other income (expense): Interest expense (23,666) — (23,666 ) Other components of net periodic pension cost (16,111) (16,111 ) Loss on early extinguishment of debt — — — Income before provision for income taxes $ 32,324 $ 6,986 $ 39,310

(1) Represents the removal of certain non-recurring expenses, including business restructuring charges and post-merger integration related activities, consisting of one-time severance benefits, facility exit costs, system consolidation and integration costs, and professional consulting and advisory services costs of $11.4 million, partially offset by stock-based compensation benefit of $4.5 million. 26

The following table adjusts the Company's GAAP results to reflect non-GAAP adjusted results of operations (in thousands):

Table 2 - 2018 Three Months Ended September 30, Adjustments to GAAP GAAP Non-GAAP

September Non-Recurring Adjusted 30, Adjustments Results 2018 2018 Revenue $ 449,426 $ — $ 449,426

Operating expenses: Sales and marketing 113,760 — 113,760 Cost of services (exclusive of depreciation and amortization) 152,418 — 152,418 General and administrative 68,677 (37,018 ) (1) 31,659 Depreciation and amortization 66,703 — 66,703 Total operating expenses 401,558 (37,018 ) 364,540

Operating income 47,868 37,018 84,886 Other income (expense): Interest expense (19,870 ) — (19,870) Other components of net periodic pension cost (1,437 ) — (1,437) Loss on early extinguishment of debt — — — Income before provision for income taxes $ 26,561 $ 37,018 $ 63,579

(1) Represents the removal of certain non-recurring expenses, including business restructuring charges and post-merger integration related activities, consisting of one-time severance benefits, facility exit costs, system consolidation and integration costs, and professional consulting and advisory services costs of $27.3 million, and stock-based compensation expense of $9.7 million primarily associated with an increase in the fair value of our stock option liability awards.

The following table sets forth the Company's results of operations on a non-GAAP adjusted basis (in thousands):

Non-GAAP Adjusted Results Three Months Ended September 30, 2019 - Table 1 2018 - Table 2 Change Change Revenue $ 359,766 $ 449,426 $ (89,660 ) (19.9 )%

Operating expenses: Sales and marketing 88,582 113,760 (25,178 ) (22.1 )% Cost of services (exclusive of depreciation and amortization) 115,541 152,418 (36,877 ) (24.2 )% General and administrative 26,085 31,659 (5,574 ) (17.6 )% Depreciation and amortization 50,471 66,703 (16,232 ) (24.3 )% Total operating expenses 280,679 364,540 (83,861 ) (23.0 )%

Operating income 79,087 84,886 (5,799 ) (6.8 )% Other income (expense): Interest expense (23,666 ) (19,870) (3,796 ) 19.1 % Other components of net periodic pension cost (16,111 ) (1,437) (14,674 ) NM Loss on early extinguishment of debt — — — — Income before provision for income taxes $ 39,310 $ 63,579 $ (24,269 ) (38.2 )%

The following table sets forth the components of the Company's GAAP revenue and non-GAAP pro forma revenue (in thousands):

Non-GAAP Pro Forma GAAP Revenue Revenue Three Months Ended September 30, $ % 2019 2018 Change Change Digital: SaaS Products $ 32,028 $ 29,565 $ 2,463 8.3 % Internet Yellow Pages (“IYP”) 77,784 94,548 (16,764 ) (17.7 )% Search Engine Marketing (“SEM”) 56,313 75,687 (19,374 ) (25.6 )% Other digital 24,279 32,437 (8,158 ) (25.2 )% Total Digital 190,404 232,237 (41,833 ) (18.0 )% Print 162,557 211,077 (48,520 ) (23.0 )% Other 6,805 6,112 693 11.3 % Total Revenue $ 359,766 $ 449,426 $ (89,660 ) (19.9 )%

GAAP Revenue and Non-GAAP Pro Forma Revenue

Total GAAP revenue of $359.8 million for the three months ended September 30, 2019 declined by $89.7 million, or 19.9%, compared to $449.4 million of non-GAAP pro forma revenue for the three months ended September 30, 2018.

Total Digital revenue of $190.4 million for the three months ended September 30, 2019 declined by $41.8 million, or 18.0%, compared to $232.2 million for the three months ended September 30, 2018. SaaS Products' revenue, which consists of Thryv and Thryv Grow® revenue of $32.0 million for the three months ended September 30, 2019 increased $2.5 million, or 8.3%, compared to $29.6 million for the three months ended September 30, 2018. The increase in our SaaS revenue is attributable to higher sales volume of both Thryv and Thryv Grow®. The increase in our SaaS revenue, 28

was offset by declines in our IYP revenue of $16.8 million, or 17.7%, SEM revenue of $19.4 million, or 25.6%, and Other digital revenue of $8.2 million or 25.2%. The decline in IYP revenue is due to continued competition from Google and Facebook in the digital marketplace. The SEM revenue decline reflects our continued focus on selling our owned and operated products that we believe provide the most value to our clients. Other digital revenue, which consists of some of our historical revenue streams, including display advertising, search engine optimization, and websites, declined as expected.

Additionally, Print revenue of $162.6 million for the three months ended September 30, 2019 declined by $48.5 million, or 23.0%, compared to $211.1 million for the three months ended September 30, 2018. This decline is in line with industry trends and represents reduced advertiser spending, reflecting continued competition from other advertising media channels, including the internet, cable television, newspaper and radio. Other revenue of $6.8 million, which consists primarily of billing fees, increased $0.7 million, or 11.3% for the three months ended September 30, 2019 compared to $6.1 million for the three months ended September 30, 2018.

Non-GAAP Adjusted Operating Expenses

Non-GAAP adjusted operating expenses of $280.7 million for the three months ended September 30, 2019 decreased by $83.9 million, or 23.0%, compared to $364.5 million for the three months ended September 30, 2018. The decrease in adjusted operating expenses was primarily driven by lower variable expenses, in line with the decline in our sales volumes. Additionally, we incurred lower employee related costs as a result of headcount reductions to achieve operational efficiencies.

Sales and Marketing. Sales and marketing expense of $88.6 million for the three months ended September 30, 2019 decreased by $25.2 million, or 22.1%, compared to $113.8 million for the three months ended September 30, 2018. Sales and marketing expense includes our sales and sales support operations, including base salaries and sales commissions paid to our local sales force, national sales commissions paid to independent certified marketing representatives, sales training, marketing, advertising, and client care expenses. The decrease in sales and marketing expense was primarily due to lower employee related costs associated with headcount reductions, lower advertising and sales promotion expense, lower sales commissions commensurate with the decline in our sales volumes, and reduced contract services expense.

Cost of Services. Cost of services expense of $115.5 million for the three months ended September 30, 2019 decreased by $36.9 million, or 24.2%, compared to $152.4 million for the three months ended September 30, 2018. Cost of services expense includes the costs of producing and distributing our print directories and costs associated with our digital advertising solutions; including publishing, printing, distribution, internet operations, internet traffic expense, and information technology expenses. The decrease in cost of services expenses was primarily due to lower internet traffic expense, lower printing and distribution costs consistent with the decline in our sales volumes, reduced contract services expense, and lower employee related costs associated with headcount reductions,

General and Administrative. General and administrative expense of $26.1 million for the three months ended September 30, 2019 decreased by $5.6 million, or 17.6%, compared to $31.7 million for the three months ended September 30, 2018. General and administrative expense includes corporate management and administrative functions, including finance, human resources, legal, billing and receivables management, and facilities and sourcing. In addition, general and administrative expense includes bad debt expense, general liability insurance, sales and use taxes, state and local operating taxes, and bank fees. The decrease in general and administrative expense was primarily due to lower employee related costs associated with headcount reductions, and lower contract services expense.

Depreciation and Amortization. Depreciation and amortization expense of $50.5 million for the three months ended September 30, 2019 decreased by $16.2 million, or 24.3%, compared to $66.7 million for the three months ended September 30, 2018. This decrease was primarily due to lower amortization expense of $13.5 million on intangible assets for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 due to the Company's use of the income forecast method, which is an accelerated amortization method that assumes the remaining value of the intangible assets is greater in the earlier years and then steadily declines over time based on expected future cash flows. Additionally, the Company incurred lower amortization expense of capitalized software and lower depreciation expense on fixed assets, of $2.7 million.

Interest Expense. Interest expense of $23.7 million for the three months ended September 30, 2019 increased by $3.8 million, or 19.1%, compared to $19.9 million for the three months ended September 30, 2018. The increase in interest expense was primarily driven by higher interest expense on the larger balance associated with the Company's Term loan B. During the three months ended September 30, 2019, the Company incurred interest expense on Term loan B of $20.0 million, compared to $15.2 million of interest expense on Term loan A for the three months ended September 30, 2018. Higher interest expense on our term loan, was partially offset by lower interest on the Company's line of credit. During the three months ended September 30, 2019, the Company incurred interest expense on its Line of credit B of $2.0 million, compared to $2.8 million of interest expense on its Line of credit A for the three months ended September 30, 2018. Additionally, the Company incurred $1.4 million of interest expense associated with other financing obligations, during both the three months ended September 30, 2019 and 2018. Interest expense for the three months ended September 30, 2019 also includes non-cash interest expense of $0.3 million, compared to non-cash interest expense of $0.4 million for the three months ended September 30, 2018. This non-cash interest expense primarily represents the amortization of deferred debt issuance costs.

Other Components of Net Periodic Pension Cost. Other components of net periodic pension cost of $16.1 million for the three months ended September 30, 2019 increased by $14.7 million, compared to $1.4 million for the three months ended September 30, 2018. This increase was primarily due to a mark to market pension remeasurement gain of $13.6 million during the three months ended September 30, 2019 compared to a pension remeasurement gain of $0.3 million during the three months ended September 30, 2018. Other components of net periodic pension cost were also affected by an increase in interest expense of $0.3 million, lower expected return on plan assets of $0.4 million, and a settlement gain increase of $0.7 million. See Note 13, Pensions, for additional information.

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

The following table adjusts the Company's GAAP results to reflect non-GAAP adjusted results of operations (in thousands):

Table 3 - 2019 Nine Months Ended September 30, Adjustments GAAP to GAAP Non-GAAP

Non- September Recurring Adjusted 30, Adjustments Results 2019 2019 2019 Revenue $ 1,129,023 $ — $ 1,129,023

Operating expenses Sales and marketing 278,420 — 278,420 Cost of services (exclusive of depreciation and amortization) 383,382 — 383,382 General and administrative 129,988 (45,294) (1) 84,694 Depreciation and amortization 155,285 — 155,285 Total operating expenses 947,075 (45,294) 901,781

Operating income 181,948 45,294 227,242 Other income (expense): Interest expense (71,068 ) — (71,068) Other components of net periodic pension cost (19,797 ) — (19,797) Loss on early extinguishment of debt (6,375 ) — (6,375) Income before provision for income taxes $ 84,708 $ 45,294 $ 130,002

integration costs, and professional consulting and advisory services costs of $39.8 million and stock-based compensation expense of $5.5 million.

The following table adjusts the Company's GAAP results to reflect non-GAAP adjusted results of operations (in thousands):

Table 4 - 2018 Nine Months Ended September 30,

GAAP Adjustments to GAAP Non-GAAP Non- September Recurring Pro Forma Adjusted 30, Adjustments Adjustments Results 2018 2018 2018 Revenue $ 1,369,374 $ — $ 48,424 (1) $ 1,417,798

Operating expenses: Sales and marketing 372,730 — 11,058 (2) 383,788 Cost of services (exclusive of depreciation and amortization) 485,929 — 8,779 (3) 494,708 General and administrative 206,089 (109,208 ) (4) — 96,881 Depreciation and amortization 200,445 — — 200,445 Total operating expenses 1,265,193 (109,208 ) 19,837 1,175,822

Operating income 104,181 109,208 28,587 241,976 Other income (expense): — Interest expense (65,855 ) — — (65,855 ) Other components of net periodic pension credit 4,022 — — 4,022 Loss on early extinguishment of debt — — — — Income before provision for income taxes $ 42,348 $ 109,208 $ 28,587 $ 180,143

(1) Represents the recognition of deferred revenue amortization associated with YP deferred revenue balances written off in purchase accounting in 2017.

(2) Represents the recognition of deferred sales commissions associated with YP deferred sales commission balances that were written off in purchase accounting in 2017.

(3) Represents the recognition of deferred printing and distribution costs associated with YP deferred directory cost balances that were written off in purchase accounting in 2017.

(4) Represents the removal of certain non-recurring expenses, including business restructuring charges and post-merger integration related activities, consisting of one-time severance benefits, facility exit costs, system consolidation and integration costs, and professional consulting and advisory services costs of $85.7 million, and stock-based compensation expense of $33.2 million, partially offset by a fair value gain on our indemnification asset of $9.7 million.

The following table sets forth the Company's results of operations on a non-GAAP adjusted basis (in thousands):

Non-GAAP Adjusted Results Nine Months Ended September 30, 2019 - Table 3 2018 - Table 4 Change Change Revenue $ 1,129,023 $ 1,417,798 $ (288,775 ) (20.4 )%

Operating expenses: Sales and marketing 278,420 383,788 (105,368 ) (27.5 )% Cost of services (exclusive of depreciation and amortization) 383,382 494,708 (111,326 ) (22.5 )% General and administrative 84,694 96,881 (12,187 ) (12.6 )% Depreciation and amortization 155,285 200,445 (45,160 ) (22.5 )% Total operating expenses 901,781 1,175,822 (274,041 ) (23.3 )%

Operating income 227,242 241,976 (14,734 ) (6.1 )% Other income (expense): Interest expense (71,068) (65,855) (5,213 ) 7.9 % Other components of net periodic pension (cost) / credit (19,797) 4,022 (23,819 ) NM Loss on early extinguishment of debt (6,375) — (6,375 ) NM Income before provision for income taxes $ 130,002 $ 180,143 $ (50,141 ) (27.8 )%

The following table sets forth the components of the Company's GAAP revenue and non-GAAP pro forma revenue (in thousands):

Non-GAAP Pro GAAP Revenue Forma Revenue Nine Months Ended September 30, $ % 2019 2018 Change Change Digital: SaaS Products $ 97,370 $ 80,266 $ 17,104 21.3 % Internet Yellow Pages (“IYP”) 245,151 300,136 (54,985 ) (18.3 )% Search Engine Marketing (“SEM”) 175,957 242,532 (66,575 ) (27.4 )% Other digital 75,542 101,752 (26,210 ) (25.8 )% Total Digital 594,020 724,686 (130,666 ) (18.0 )% Print 513,698 677,523 (163,825 ) (24.2 )% Other 21,305 15,589 5,716 36.7 % Total Revenue $ 1,129,023 $ 1,417,798 $ (288,775 ) (20.4 )%

GAAP Revenue and Non-GAAP Pro Forma Revenue

Total non-GAAP adjusted pro forma revenue of $1,129.0 million for the nine months ended September 30, 2019 declined $288.8 million, or 20.4%, compared to $1,417.8 million for the nine months ended September 30, 2018.

Total Digital revenue of $594.0 million for the nine months ended September 30, 2019 declined by $130.7 million, or 18.0%, compared to $724.7 million for the nine months ended September 30, 2018. SaaS Products revenue, which consists of Thryv and Thryv Grow® revenue of $97.4 million for the nine months ended September 30, 2019 increased by $17.1 million, or 21.3%, compared to $80.3 million for the nine months ended September 30, 2018. The increase in 32

our SaaS revenue is attributable to higher sales volume of both Thryv and Thryv Grow®. The increase in our SaaS revenue, was offset by declines in our IYP revenue of $55.0 million, or 18.3%, SEM revenue of $66.6 million, or 27.4%, and Other digital revenue of $26.2 million or 25.8%. The decline in IYP revenue is due to continued competition from Google and Facebook in the digital marketplace. The SEM revenue decline reflects our continued focus on selling our owned and operated products that we believe provide the most value to our clients. Other digital revenue, which consists of some of our historical revenue streams, including display advertising, search engine optimization, and websites, declined as expected.

Additionally, Print revenue of $513.7 million for the nine months ended September 30, 2019 declined by $163.8 million, or 24.2%, compared to $677.5 million for the nine months ended September 30, 2018. This decline is in line with industry trends and represents reduced advertiser spending, reflecting continued competition from other advertising media channels, including the internet, cable television, newspaper and radio. Other revenue of $21.3 million, which consists primarily of billing fees, increased $5.7 million, or 36.7% for the nine months ended September 30, 2019 compared to $15.6 million for the nine months ended September 30, 2018.

Non-GAAP Adjusted Operating Expenses

Non-GAAP adjusted operating expense of $901.8 million for the nine months ended September 30, 2019 decreased by $274.0 million, or 23.3%, compared to $1,175.8 million for the nine months ended September 30, 2018. The decrease in adjusted operating expenses was primarily driven by lower variable expenses, in line with the decline in our sales volumes. Additionally, we incurred lower employee related costs as a result of headcount reductions to achieve operational efficiencies.

Sales and Marketing. Sales and marketing expense of $278.4 million for the nine months ended September 30, 2019 decreased by $105.4 million, or 27.5%, compared to $383.8 million for the nine months ended September 30, 2018. Sales and marketing expense includes our sales and sales support operations, including base salaries and sales commissions paid to our local sales force, national sales commissions paid to independent certified marketing representatives, sales training, marketing, advertising, and client care expenses. The decrease in sales and marketing expense was primarily due to lower employee related costs associated with headcount reductions, lower sales commissions commensurate with the decline in our sales volumes, lower advertising and sales promotion expense, and lower contract services expense.

Cost of Services. Cost of services expense of $383.4 million for the nine months ended September 30, 2019 decreased by $111.3 million, or 22.5%, compared to $494.7 million for the nine months ended September 30, 2018. Cost of services expense includes the costs of producing and distributing our print directories and costs associated with our digital advertising solutions; including publishing, printing, distribution, internet operations, internet traffic expense, and information technology expenses. The decrease in cost of services expenses was primarily due to lower contract services expense, reduced internet traffic expense, lower employee related costs associated with headcount reductions, and lower printing and distribution costs consistent with the decline in our sales volumes.

General and Administrative. General and administrative expense of $84.7 million for the nine months ended September 30, 2019 decreased by $12.2 million, or 12.6%, compared to $96.9 million for the nine months ended September 30, 2018. General and administrative expense includes corporate management and administrative functions, including finance, human resources, legal, billing and receivables management, and facilities and sourcing. In addition, general and administrative expense includes bad debt expense, general liability insurance, operating taxes, and bank fees. The decrease in general and administrative expense was primarily due to lower contract services expense, lower bad debt expense and lower employee related costs associated with headcount reductions, partially offset by higher insurance expense due to a one-time credit to expense of $4.2 million recorded during the nine months ended September 30, 2018 resulting from a short-term disability revised actuarial estimate.

Depreciation and Amortization. Depreciation and amortization expense of $155.3 million for the nine months ended September 30, 2019 decreased by $45.2 million, or 22.5%, compared to $200.4 million for the nine months ended September 30, 2018. This decrease was primarily due to lower amortization expense of $41.0 million on intangible assets for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 due to the Company's use of the income forecast method, which is an accelerated amortization method that assumes the remaining value of the intangible assets is greater in the earlier years and then steadily declines over time based on expected future cash flows. Additionally, the Company incurred lower amortization expense of capitalized software and lower depreciation expense on fixed assets, of $4.2 million. 33

Interest expense. Interest expense of $71.1 million for the nine months ended September 30, 2019 increased by $5.2 million, or 7.9%, compared to $65.9 million for the nine months ended September 30, 2018. The increase in interest expense was primarily driven by higher interest expense on the Company's term loan. During the nine months ended September 30, 2019, the Company incurred interest expense on Term loan B of $61.4 million, compared to $52.3 million of interest expense on Term loan A for the nine months ended September 30, 2018. Higher interest expense on our term loan, was partially offset by lower interest on the Company's line of credit. During the nine months ended September 30, 2019, the Company incurred interest expense on its line of credit of $4.5 million, compared to $7.0 million for the nine months ended September 30, 2018. Additionally, the Company incurred $4.3 million of interest expense associated with our other financing obligations, during the nine months ended September 30, 2019 compared to the $4.4 million during the nine months ended September 30,2018. Interest expense for the nine months ended September 30, 2019 also includes non-cash interest expense of $0.9 million, compared to non-cash interest expense of $1.2 million for the nine months ended September 30, 2018. This non-cash interest expense primarily represents the amortization of deferred debt issuance costs.

Other Components of Net Periodic Pension Cost. Other components of net periodic pension cost of $19.8 million for the nine months ended September 30, 2019 increased by $23.8 million, compared to a net periodic pension credit of $4.0 million for the nine months ended September 30, 2018. This increase was primarily due to a mark to market pension remeasurement gain of $13.6 million during the nine months ended September 30, 2019 compared to a pension remeasurement loss of $6.8 million during the nine months ended September 30, 2018. Other components of net periodic pension cost/(credit) were also affected by an increase in interest expense of $1.0 million, lower expected return on plan assets of $1.3 million, and a settlement gain increase of $1.1 million. See Note 13, Pensions, for additional information.

Loss on Early Extinguishment of Debt. During the nine months ended September 30, 2019, the Company recorded a loss of $6.4 associated with the early extinguishment of its term loan. The Company did not incur any debt extinguishment costs during the nine months ended September 30, 2018.

Adjusted Pro Forma EBITDA

We use both GAAP and non-GAAP metrics to measure our financial results. We believe that, in addition to GAAP metrics, the use of non-GAAP financial measures provides useful information to investors to gain an overall understanding of our current financial performance. Specifically, we believe that non-GAAP financial results provide useful information to management and investors by excluding certain nonrecurring items that we believe are not indicative of our core operating results. In addition, these non-GAAP financial measures are used by management for budgeting and forecasting as well as subsequently measuring the Company's performance, and we believe that non- GAAP results provide investors with financial measures that most closely align to its internal financial measurement processes.

We define adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, and other non-recurring expenses, including adjustments for acquisition accounting, business restructuring charges and post-merger integration related activities that are designed to improve operational efficiencies and realize synergies, stock-based compensation expense and pension expense.

The following is a reconciliation of GAAP net income to non-GAAP adjusted EBITDA (in thousands):

Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Net income - GAAP $ 21,393 $ 19,683 $ 51,796 $ 30,706 Plus (minus) non-operating items and non- recurring expenses: Depreciation and amortization expense 50,471 66,703 155,285 200,445 Interest expense 23,666 19,870 71,068 65,855 Provision for income taxes 10,931 6,878 32,912 11,642 Loss on early extinguishment of debt — — 6,375 — Adjustments for acquisition accounting — — — 28,587 Restructuring charges 11,444 27,276 39,780 75,993 Stock-based compensation expense (4,458 ) 9,742 5,514 33,215 Other components of net periodic pension cost (credit) 16,111 1,437 19,797 (4,022 ) Adjusted EBITDA - non-GAAP $ 129,558 $ 151,589 $ 382,527 $ 442,421

Revenue $ 359,766 $ 449,426 $ 1,129,023 $ 1,369,374 Adjusted EBITDA margin %(1) 36.0 % 33.7 % 33.9 % 32.3 %

(1) The improvement in our adjusted EBITDA margin for both the three and nine months ended September 30, 2019 compared to the same periods in 2018, is primarily due to the shift in revenue to more profitable products and continued focus on reducing expenses.

Liquidity and Capital Resources

The Company's primary source of liquidity is cash flow generated from operations, cash and cash equivalents on hand, and funds available under our revolving credit facility. The Company's ability to meet its debt service requirements is dependent on its ability to generate sufficient cash flows from operations. The primary source of cash flows are cash collections related to the sale of our advertising services. This cash flow stream can be impacted by, among other factors, general economic conditions, the decline in the use of our print and digital products, and increased competition in our markets.

We believe that expected cash flows from operations, available cash and cash equivalents, and funds available under our revolving credit facility will be sufficient to meet our liquidity requirements for the following year, which include the working capital requirements of our operations; investments in our business; business development activities; and payments of our line of credit facility and term loan debt obligations. Any projections of future earnings and cash flows are subject to substantial uncertainty. We may need to access debt and equity markets in the future, if unforeseen costs or opportunities arise, to meet working capital requirements, fund acquisitions or repay our indebtedness. If we need to obtain new debt or equity financing in the future, the terms and availability of such financing may be impacted by economic and financial market conditions, as well as our financial condition and results of operations at the time we seek additional financing.

Sources and Uses of Cash

The following table sets forth a summary of our cash flows from operating, investing and financing activities (in thousands):

Nine Months Ended September 30, $ 2019 2018 Change Cash Flows Provided By (Used In): Operating activities $ 188,140 $ 235,932 $ (47,792 ) Investing activities (12,597 ) (16,512 ) 3,915 Financing activities (207,528 ) (215,941 ) 8,413 (Decrease) Increase in Cash and Cash Equivalents $ (31,985 ) $ 3,479 $ (35,464 )

Cash Flows from Operating Activities

Our primary source of funds continues to be cash generated from operations. Net cash provided by operating activities of $188.1 million for the nine months ended September 30, 2019, decreased by $47.8 million, compared to $235.9 million for the nine months ended September 30, 2018.

The decrease in net cash provided by operating activities was primarily attributable to the settlement of our stock option liability awards during the nine months ended September 30, 2019 of $33.9 million. Additionally, the decrease was impacted by working capital related timing differences between operating expense accruals and offsetting payments against these accruals for the nine months ended September 30, 2019 as compared to the same period in 2018. These unfavorable impacts on net cash provided by operating activities were partially offset by lower income tax payments and lower interest payments on our debt in 2019 compared to 2018. During the nine months ended September 30, 2019, the Company made cash income tax payments, net of refunds, of $33.2 million, compared to $41.5 million during the nine months ended September 30, 2018. Additionally, during the nine months ended September 30, 2019, the Company made interest payments on our debt of $59.0 million compare to $64.0 million during the nine months ended September 30, 2018.

Cash Flows from Investing Activities

Net cash used in investing activities of $12.6 million for the nine months ended September 30, 2019, decreased by $3.9 million compared to the nine months ended September 30, 2018.

The decrease in net cash used in investing activities of $3.9 million, was primarily due to a decrease in capital expenditures, including capitalized software, of $3.2 million. During the nine months ended September 30, 2019, the Company incurred $13.3 million in capital expenditures, including capitalized software, compared to $16.5 million during the nine months ended September 30, 2018. Additionally, the Company received cash of $0.8 million from the sale of fixed assets during the nine months ended September 30, 2019, while none was received during the nine months ended September 30, 2018.

Cash Flows from Financing Activities

Net cash used in financing activities of $207.5 million for the nine months ended September 30, 2019, decreased by $8.4 million compared to $215.9 million for the nine months ended September 30, 2018.

The decrease in net cash used in financing activities of $8.4 million, was primarily due to the stock tender transaction. On May 1, 2019, the Company completed a stock tender transaction which included the purchase into treasury of 43.1 million shares of its outstanding common stock from certain shareholders of record as of April 30, 2019. The total purchase price of this transaction was approximately $437.9 million. Additionally, during the nine months ended September 30, 2019, the Company made payments on our Line of credit B of $590.0 million and Line of Credit A of $254.6 million, principal payments on Term loan B of $157.0 million, debt issuance costs of $0.8 million related to amending the revolving credit agreement, and payments of other financing obligations of $0.9 million. These uses of cash were partially offset by the proceeds from the second installment of Term loan B of $425.0 million, net of early extinguishment costs of $6.4 million, proceeds from additional borrowings under our Line of credit B of $706.7 million and Line of Credit A of $108.0 million. 36

During the nine months ended September 30, 2018, our net cash used in financing activities of $215.9 million was primarily driven by payments on our Line of credit A of $1,416.6 million, payments on Term loan A of $206.0 million and payments of other financing obligations of $3.0 million. These uses of cash were partially offset by proceeds from additional borrowings under our Line of credit A of $1,409.6 million.

Debt Obligations

Term Loan On July 29, 2016, the Company entered into a credit agreement, the Dex Media Credit Agreement (“Term loan A”) with initial borrowings of $600.0 million. On June 30, 2017, an additional $550.0 million was borrowed under Term loan A with the proceeds being used to finance the Company’s purchase of YP. On December 31, 2018, Term loan A was amended under an Amended and Restated Credit Agreement initiated by Dex Media, Inc. (the Company's operating subsidiary) whereby an existing lender in the Term loan A lender syndicate made available to Dex Media Inc. a senior secured term loan facility guaranteed by the Company, in an aggregate principal amount not to exceed $825.0 million (“Term loan B”), becoming the only lender. During the second and third quarter of 2019, the single and lead lender of Term loan B sold approximately 38% of its interests in Term loan B, a majority of which was to certain members of the previous Term loan A lender syndicate and who are also current owners of the Company's common stock. The Company accounted for the amending and restating of Term loan A as an extinguishment of debt.

Term loan B includes two installments. The first installment of $400.0 million was executed on December 31, 2018. The net proceeds of $381.6 million (net of loss on early extinguishment of debt of $18.4 million) were used to repay the remaining balance of Term loan A at December 31, 2018 of $354.3 million. Debt issuance costs associated with fees paid directly to outside legal counsel of $0.8 million associated with the first installment, were capitalized and are being amortized to interest expense, over the term of the loan, on a straight line basis, which the Company determined approximates the effective interest method. The second installment of $425.0 million was executed on January 31, 2019. The net proceeds of $418.6 million (net of loss on early extinguishment of debt of $6.4 million) were used to repay the remaining line of credit balance at January 31, 2019. Term loan B has a maturity date of December 31, 2023 and the interest rate is LIBOR plus 9.0%. As of September 30, 2019, the outstanding balance of Term loan B is $667.4 million.

At September 30, 2019, 93.3% of Term loan B was held by related parties who own 82.2% of the Company's common stock.

At March 31, 2019 and December 31, 2018, 100% of Term loan B was held by a related party who owned 4.9% of the Company's common stock on these dates.

Commencing with the fiscal quarter ending March 30, 2019, the Company is required to use its Excess Cash Flow ("ECF") to repurchase debt based on the following:

Leverage Ratio Repurchase amount of ECF % > 1.50:1.00 100 % 1.50:1.00 > and >1.00:1.00 75 % <1.00:1.00 50 %

Term Loan Covenants

The Amended and Restated Credit Agreement contains certain covenants that, subject to exceptions, limit or restrict the borrower's incurrence of additional indebtedness, liens, investments, loans, advances, guarantees, acquisitions, sales of assets, sale and leaseback transactions, swap agreements, payments of dividends or distributions, payments of certain indebtedness, certain transactions with affiliates, restrictive agreements, amendments of material documents, capital expenditures, mergers, consolidations and liquidations, and use of the proceeds from the ABL credit agreement. Additionally, the Company is required to maintain compliance with a leverage ratio covenant not to exceed 3.5 times consolidated adjusted pro forma EBITDA. As of the issue date of these financial statements all covenants were met. The Company also expects to be in compliance with these covenants for the next 12 months.

Line of Credit

On December 15, 2016, the Company entered into a revolving credit agreement (“Line of credit A”) whereby the Company is able to draw to finance ongoing general corporate and working capital needs. Initially, the Company was able to borrow up to $150.0 million, subject to the terms and conditions of the Line of credit A. These terms and conditions require that the line of credit be secured by the Company’s accounts receivable and unbilled accounts receivable. The interest rate is 3-month LIBOR plus 4.0%.

To enter into the Line of credit A, the Company incurred debt issuance costs of $2.1 million. On April 21, 2017, the Line of credit A was amended to increase the available borrowing from $150.0 million to $200.0 million. On June 30, 2017, the Line of credit A was amended again to increase the Maximum Revolver Amount (“MRA”) available under the Line of credit A from $200.0 million to $350.0 million, and the Company incurred additional debt issuance costs of $3.9 million. On January 31, 2019, the Line of Credit A was amended and restated (“Line of credit B”), with a new maturity date of September 30, 2023, and an interest rate of 3-month LIBOR plus 4.0%. The Company accounted for this transaction as a modification of the Line of credit A. Accordingly, the unamortized debt issuance costs from Line of credit A and the $0.8 million of fees and third-party costs associated with completing the Line of credit B transaction will be deferred and amortized over the term of Line of credit B. These deferred costs are included in long term assets on the Company's Condensed Consolidated Balance Sheet.The Company classifies any outstanding balance under the line of credit as long-term based on its current maturity date.

The terms of Line of credit B require the MRA to decrease throughout the remaining periods, as follows (in thousands): Maximum Revolver Period Amount First Amendment Effective Date through December 31, 2019 $ 225,000 January 1, 2020 through June 30, 2020 200,000 July 1, 2020 through December 31, 2020 175,000 January 1, 2021 through June 30, 2021 150,000 July 1, 2021 through December 31, 2021 125,000 January 1, 2022 and thereafter 100,000

Line of Credit Covenants

The Line of credit B contains certain covenants that, subject to exceptions, limit or restrict the borrower's incurrence of liens, investments, acquisitions, disposal of assets, additional indebtedness, distributions and payments of certain indebtedness, certain affiliate transactions, issuance or sale of equity instruments, mergers, liquidations and consolidations. For the Line of credit B, the Company is required to maintain compliance with a fixed charge coverage ratio that must exceed a ratio of 1.00. The fixed charge coverage ratio is defined as, with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the ratio of (a) adjusted pro forma EBITDA for such period minus capital expenditures incurred during such period, to (b) fixed charges. Fixed charges is defined as with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) consolidated interest expense accrued (other than amortization of debt issuance costs, and other non-cash

interest expense) during such period, (b) scheduled principal payments in respect of indebtedness paid, and (c) all federal, state, and local income taxes accrued, (d) all management, consulting, monitoring, and advisory fees paid to certain individuals or their affiliates, and (e) all restricted payments paid (whether in cash or other property, other than common equity interest). As of the issue date of these financial statements all covenants were met. The Company also expects to be in compliance with these covenants for the next 12 months.

Other Financing Obligations and Reserve for Idle Facilities

As part of our ongoing restructuring activities we have exited certain of our leased facilities for which we have ongoing contractual rental obligations. As required, we have recorded a reserve for these future contractual rental obligations, net of anticipated sublease revenue offsets. Prior to establishing this reserve, we presented these future cash rental obligations within our operating lease commitments table included in Note 11, Commitments.

The following table sets forth a breakout of the total financing obligations and reserve for idle facilities (in thousands):

September 30, 2019 December 31, 2018 Non-cash residual value of Tucker, Georgia lease $ 54,676 54,676 Future cash maturities associated with the Tucker, Georgia failed sale-leaseback liability 1,569 1,877 All other financing obligations 152 790 Reserve for idle facilities 6,161 7,843 Total $ 62,558 $ 65,186

Future Cash Commitments

Future cash commitments associated with the Company's term loan, line of credit, and other financing obligations are as follows (in thousands):

Fiscal Year Debt Obligations 2019 (remaining) 281 2020 580 2021 739 2022 122 2023 784,033 Total $ 785,755

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are material to our results of operations, financial condition or liquidity.