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Yellow Media Limited Reports Fourth-Quarter 2012 Financial Results

- Recapitalization becomes effective and is implemented on December 20, 2012, upon which a new Board of Directors was appointed

MONTREAL, QUEBEC -- (Marketwire) -- 02/05/13 -- Yellow Media Limited (TSX:Y) released its fourth-quarter and full-year results today, ending 2012 with a stronger capital structure and continued progress on its business transformation.

On July 23, 2012, Yellow Media Limited proposed a recapitalization transaction (the "Recapitalization") aimed at significantly reducing the Company's debt and improving its maturity profile, with new debt first maturing in 2018. The Recapitalization aligns the Company's capital structure with its operating strategy, providing it with the necessary financial flexibility to invest in its digital transformation.

The Recapitalization was approved by the requisite majority of its debtholders and shareholders on September 6, 2012. A settlement was later reached with the lenders under the Company's senior unsecured credit facility on December 10, 2012.

The Quebec Superior Court issued its final order and approved the Recapitalization on December 14, 2012. Closing and implementation of the Recapitalization occurred on December 20, 2012.

"The completion of the Recapitalization allows us to accelerate our business transformation into an industry-leading, technology and digitally-focused marketing solutions company," said Marc P. Tellier, President and Chief Executive Officer of Yellow Media. "We plan to provide superior value to Canadian businesses by offering smarter, simpler ways to manage their digital marketing needs and grow their customer base."

Board of Directors

Pursuant to the implementation of the Recapitalization on December 20, 2012, a new Board of Directors of Yellow Media Limited was appointed and is comprised of Craig Forman, David A. Lazzarato, David G. Leith, Robert F. MacLellan, Judith A. McHale, Martin Nisenholtz, Kalpana Raina, Michael G. Sifton and Marc P. Tellier. Robert F. MacLellan will serve as Chairman of the Board of Directors.

The new Board of Directors brings forth extensive expertise within the online, media and communications industries necessary to further accelerate the Company's digital transformation, alongside corporate finance, capital markets and corporate development.

Lenders under the Company's senior unsecured credit facility are currently in the process of proposing a nominee for the Board of Directors, who will also be a member of the Audit Committee. The nominee is subject to approval from the Board of Directors.

Full Year 2012 Results

Revenues in 2012 decreased 16.6% to $1.11 billion, compared to $1.33 billion last year. The decline is due principally to lower print revenues, the discontinuation of duplicate directories published by Canpages, the divestiture of LesPAC.com in November 2011, and the sale of Deal of the Day in August 2012. On a comparable basis, excluding the impact of the changes to the Canpages business, the LesPAC.com divestiture, the sale of Deal of the Day, and YPG USA, revenues decreased by 11.9% versus last year's results.

Online revenues in 2012 grew to $367.2 million compared to $346.1 million the year prior, representing growth of 6.1%. On a comparable basis, excluding the impact of the changes to the Canpages business, the LesPAC.com divestiture, the sale of Deal of the Day, and YPG USA, online revenues grew 15.7% versus the same period last year. Online revenues represented approximately 38% of total revenues during the fourth quarter of 2012, compared to 29% in 2011.

As at December 31, 2012, the number of advertisers, excluding Canpages, was 309,000. During the year, the Company experienced an advertiser renewal rate of 86% and acquired approximately 17,000 new advertisers.

"Our business continues to experience a decline in revenues, as online growth is currently unable to fully compensate for print revenue pressure. This trend was expected, and we do not anticipate it to reverse in the near future. We're focused on delivering long-term value through improvement of services to larger advertisers, as well as on the successful execution of our 360 degrees Solution. Our Yellow Pages 360 degrees Solution addresses Canadian small to medium-sized enterprises' fundamental need to generate valuable leads to grow their business," continued Tellier.

EBITDA declined from $679.7 million in 2011 to $570.6 million in 2012, mainly attributable to print revenue pressure. The EBITDA margin for the year remained stable at 51.5%, compared to 51.1% last year. EBITDA margins are reflective of lower margins associated with our growing digital products, offset by the impact of our significant cost containment initiatives.

Free cash flow for the year decreased from $275.2 million in 2011 to $198.3 million, mainly attributable to lower EBITDA.

For the fiscal year ending December 31, 2012, the Company recorded a net loss of $2.0 billion. The net loss was affected by an impairment charge of $3.3 billion on our goodwill, and certain of our intangible assets and property, plant and equipment. This impairment charge was partly offset by a gain on settlement of debt pursuant to the Recapitalization of $978.6 million. In 2011, the Company recorded a net loss from continuing operations of $2.7 billion, which was impacted by a $2.9 billion goodwill impairment charge and a $50.3 million impairment of investment in associate.

For the fiscal year ending December 31, 2012, net earnings before impairment and the gain on settlement of debt decreased to $189.5 million, compared to net earnings from continuing operations before impairment of $222.8 million in 2011. Net earnings per share before impairment and gain on settlement of debt was of $6.02 for 2012, compared to net earnings per share from continuing operations before impairment of $8.98 last year.

Fourth Quarter 2012 Results

Fourth quarter revenues were $264.4 million, as compared to $313.3 million in the last quarter of 2011, mainly due to lower print revenues, the discontinuation of duplicate directories published by Canpages, the divestiture of LesPAC.com, and the sale of Deal of the Day. On a comparable basis, excluding the impact of the changes to the Canpages business, the LesPAC.com divestiture, the sale of Deal of the Day and YPG USA, fourth quarter revenues decreased by 9.7% versus last year's results.

Online revenues for the quarter were $99.7 million, as compared to $89.9 million in the last quarter of 2011. On a comparable basis, excluding the impact of the changes to the Canpages business, the LesPAC.com divestiture, the sale of Deal of the Day and YPG USA, fourth quarter online revenues grew by 20.9% versus last year's results.

EBITDA for the fourth quarter declined from $147.2 million in 2011 to $141.6 million, mainly attributable to print revenue pressure. The EBITDA margin for the quarter increased to 53.5%, as compared to 47.0% last year, as a result of various cost containment initiatives.

Free cash flow for the fourth quarter decreased from $78.2 million in 2011 to $48.0 million in 2012. The decrease was due to a lower EBITDA and higher cash interest paid pursuant to the Recapitalization, partly offset by lower cash taxes.

During the fourth quarter of 2012, the Company recorded net earnings of $823.5 million. When adjusting for the $300 million impairment charge related to certain of our intangible assets and property, plant and equipment, alongside the gain on settlement of debt, the Company recorded net earnings of $24.0 million. This compares to net earnings from continuing operations of $48.2 million recorded in 2011.

Net earnings per share before impairment and gain on settlement of debt was of $0.70 during the fourth quarter of 2012, compared to net earnings per share from continuing operations of $1.53 last year.

Successful Execution of Yellow Pages 360 degrees Solution

Launched in 2011, Yellow Pages 360 degrees Solution offers Canadian small to medium-sized enterprises ("SMEs") dedicated single-point access to a comprehensive suite of products and services. Its value proposition resides in how customers can access expert support and visibility through online, mobile and print media platforms, in addition to services such as managed website services, customized search engine marketing and search engine optimization, and performance reporting tools such as Yellow Pages(TM) Analytics.

As at December 31, 2012, the advertiser penetration of YPG's 360 degrees Solution (defined as advertisers who subscribe to three product categories or more) was 16.5% compared to 5.5% at the end of the same period last year.

In order to further expand its product and service offering, the Company established a High Priority Accounts ("HPA") program in early 2012 to best serve the needs of larger advertisers. Fully deployed across the country, the HPA program is aimed at mitigating revenue risk and optimizing revenue growth of larger advertisers through a differentiated product and servicing model. A comprehensive advertiser profiling methodology is currently in place to guide the evaluation of account needs and opportunities through the review of Yellow Pages Analytics results, website audits and competitive rankings, search engine marketing estimates, and social media and search engine reviews. This profiling is also followed by the definition of an appropriate strategy, determined by the sales representative, sales manager and performance marketing advisor.

Mediative is also supporting YPG's efforts to best serve the needs of larger advertisers through a new product line called Digital PowerPlay. Introduced during the third quarter of 2012, Digital PowerPlay establishes and optimizes a business' digital presence by determining the necessary steps to maximize qualified leads across various digital channels while offering the highest level of service and support.

To promote and demonstrate the relevance of the Company's digital tools, platforms and expertise in connecting consumers with businesses, YPG launched a new ad campaign in the fourth quarter of 2012. The campaign focuses on "Meet the New Neighborhood," and communicates the Company's ability to address the societal, cultural and technological trends that have changed the way consumers and local businesses find and interact with one another.

Continued Growth in Mobile

Mobile remains a growing component of the Yellow Pages 360 degrees Solution product suite. As at December 31, 2012, the Company had approximately 24,600 Canadian SMEs purchasing mobile products, representing approximately 46,600 mobile units.

YPG's mobile applications continue to earn positive industry recognition. The Company was awarded "Best in Digital Advertising" at the 2012 Digi Awards for a mobile contest which promoted the deals feature on the YellowPages.ca(TM) mobile application. The award marks the second Digi Award for YPG, having won "Best in Mobile" at last year's event for the location-based services of the YellowPages.ca mobile application.

In an effort to further enhance its mobile offering to advertisers, the Company launched two new mobile products during the fourth quarter of 2012: Mobile Sponsored Placement Prestige and Mobile Placement Leader. Mobile Sponsored Placement Prestige secures maximum, exclusive visibility for business listings by offering larger displays and ensuring listings appear in the top spot of mobile search results. Mobile Placement Leader also promotes enhanced visibility by positioning business listings within a search's top five results.

Proving Advertiser Value through an Enhanced User Experience

To promote increased traffic across its network of properties and provide valuable business leads to Canadian advertisers, YPG continues to invest in the online user experience. YPG's network of sites currently reaches 9 million unduplicated unique visitors, representing 32% of Canada's online population.

During 2012, the Company improved the search engine optimization of YellowPages.ca to ensure increased indexation on search engines. YPG also launched a redesigned Canpages.ca(TM) website based on the concept of "Life Around Me." The website proposes a new user experience, focusing on the user's geographic location and life needs within the context of a local search.

The Company's mobile applications also continue to grow in popularity, with total downloads having exceeded 5 million by year-end 2012. This compares to 3.7 million downloads at the same period last year.

In 2012, the YP.ca application was fully redesigned to include more user relevant content, including quick access to relevant groupings of business listings and neighborhood deals pertaining to the user's search category. The YP.ca application continues to rank high among productivity applications, and was selected as one of Apple's "Best of 2012".

The ShopWise(TM) mobile application was also enhanced in 2012 to include improved content and functionalities. Innovations included the integration of a product catalogue featuring more than seven million items, and a list of 600 local and national retailers. The product and merchant data stemmed from a partnership with Shoptoit, whereby the Shoptoit platform was fully integrated into the ShopWise application. Shoptoit is currently one of the leading shopping search engines in Canada.

Since its initial launch in late 2010, YellowAPI.com has embodied YPG's digital leadership and gained industry recognition, having enrolled over 2,500 application developers. These developers generate visibility to Canadian advertisers by powering their mobile applications with valuable content from YPG's database of 1.5 million business listings.

In the fourth quarter of 2012, YPG and Yahoo! Canada announced they had expanded their six-year partnership to provide Yahoo! Canada users with an enhanced local search experience. Through YPG's YellowAPI technology and database of business listings, Yahoo! Canada users now have access to local business information based on their point of location. Partnering with Yahoo! Canada enables YPG to significantly extend its advertisers' reach on a platform outside its network of properties.

Mediative

Mediative is a leading Canadian digital media advertising company, offering extensive display, mobile and other location-based marketing solutions to national advertisers. Reaching approximately 16.5 million unique visitors per month, Mediative's online ad network matches advertisers with the websites of premium online brands.

During 2012, Mediative enhanced its location-based offering with the launch of a flexible mobile advertising network enabling advertisers to reach consumers based on their intent to buy. In addition to providing broad and flexible local-based targeting options via connections to multiple ad exchanges, Mediative also offers a premium network of 20+ mobile-enabled sites and applications to help marketers reach specific audiences.

Capital Structure

As at December 31, 2012, Yellow Media had approximately $782 million of net debt. This compares to $2.1 billion of net debt and preferred shares (Series 1 and 2) as at December 31, 2011.

The net debt to Latest Twelve Month EBITDA ratio as at December 31, 2012 was 1.4 times compared to 2.5 times as at December 31, 2011 respectively.

Pursuant to the Recapitalization, the Company currently has outstanding:


--  $800 million face value of 9.25% Senior Secured Notes maturing November
    30, 2018; 
--  $107.5 million face value of Senior Subordinated Unsecured Exchangeable
    Debentures due November 30, 2022, with interest payable in cash at 8% or
    in additional debentures at 12%; 
--  27,955,077 New Common Shares 
--  2,995,506 Warrants. 

The Senior Subordinated Unsecured Exchangeable Debentures, New Common Shares and Warrants are currently trading on the Toronto Stock Exchange under the following symbols:


--  Senior Subordinated Unsecured Exchangeable Debentures: YPG.DB 
--  New Common Shares: Y 
--  Warrants: Y.WT 

Details of the Recapitalization are currently available on SEDAR (www.sedar.com) and the Company's website (http://www.ypg.com/en/investors/recapitalization-transaction).

Investor Conference Call

Yellow Media Limited will hold an analyst and media call at 1:30 p.m. (Eastern Time) on February 5, 2013 to discuss the fourth quarter and full year 2012 results. The call may be accessed by dialing (416) 340-2218 within the Toronto area, or 1 866 226-1793 outside of Toronto.

The call will be simultaneously webcast on the Company's website at http://www.ypg.com/en/investors/financial-reports/2012/quarterly-reports/fourth-quarter.

The conference call will be archived in the Investor Center of the site at www.ypg.com.

A playback of the call can also be accessed from February 5 to February 12, 2013 by dialing (905) 694-9451 within the Toronto area, or 1 800 408-3053 outside Toronto. The conference passcode is 3875901.

About Yellow Media Limited

Yellow Media Limited (TSX:Y) is a leading media and marketing solutions company in Canada. The Company owns and operates some of Canada's leading properties and publications including Yellow Pages(TM) print directories, YellowPages.ca(TM), Canada411.ca and RedFlagDeals.com(TM). Its online destinations reach 9 million unique visitors monthly and its mobile applications for finding local businesses and deals have been downloaded over 5 million times. Yellow Media Limited is also a leader in national digital advertising through Mediative, a digital advertising and marketing solutions provider to national agencies and advertisers. For more information, visit www.ypg.com.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements about the objectives, strategies, financial conditions, results of operations and businesses of the Company. These statements are forward-looking as they are based on our current expectations, as at February 5, 2013, about our business and the markets we operate in, and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations are discussed in section 6 of our February 5, 2013 Management's Discussion and Analysis. We disclaim any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason.

Financial Highlights

(in thousands of Canadian dollars - except share and per share information)


----------------------------------------------------------------------------
                    For the three-month periods        For the years ended  
                             ended December 31,                December 31, 
Yellow Media Limited         2012          2011          2012          2011 
----------------------------------------------------------------------------
                                                                            
Revenues                 $264,447      $313,315    $1,107,715    $1,328,866 
Income (loss) from                                                          
 operations             ($199,942)     $109,731   ($2,846,463)  ($2,415,084)
Net earnings (loss)                                                         
 from continuing                                                            
 operations              $823,536       $48,222   ($1,954,005)  ($2,708,122)
Basic earnings                                                              
 (loss) per share                                                           
 from continuing                                                            
 operations                                                                 
 attributable to                                                            
 common shareholders       $29.30         $1.53       ($70.66)      ($97.66)
Cash flow from                                                              
 operating                                                                  
 activities from                                                            
 continuing                                                                 
 operations               $61,749       $92,964      $238,573      $336,573 
----------------------------------------------------------------------------
EBITDA(1)                $141,564      $147,198      $570,600      $679,707 
EBITDA margin(1)             53.5%         47.0%         51.5%         51.1%
----------------------------------------------------------------------------
Weighted average                                                            
 number of common                                                           
 shares outstanding    27,955,077    27,955,077    27,955,077    27,955,077 
Dividends on common                                                         
 shares                         -             -             -      $207,345 
Dividends declared                                                          
 per common share               -             -             -         $0.40 
----------------------------------------------------------------------------

Non-IFRS Measures(1)

In order to provide a better understanding of the results, the Company uses the term EBITDA, defined as income from operations before depreciation and amortization, impairment of goodwill, intangible assets and property, plant and equipment, acquisition-related costs and restructuring and special charges. Management believes this measure is reflective of ongoing operations. This term is not a performance measure defined under IFRS. EBITDA does not have any standardized meaning and is therefore not likely to be comparable to similar measures used by other publicly traded companies. Management believes EBITDA to be an important measure.

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