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Yellow Media Inc. Reports Third-Quarter 2012 Financial Results

- Company receives approval from the requisite majority of its debtholders and shareholders on the proposed recapitalization

MONTREAL, QUEBEC -- (Marketwire) -- 11/06/12 -- Yellow Media Inc. (TSX:YLO) released its financial results today for the third quarter ending September 30, 2012, and provided an update on its proposed recapitalization (the "Recapitalization"). On July 23, 2012, the Company proposed a recapitalization transaction aimed at significantly reducing the Company's debt and improving its maturity profile, with new debt first coming due in 2018.

This Recapitalization will allow the Company to align its capital structure with its operating strategy. It will ensure the necessary financial flexibility to pursue the Company's ongoing transformation in order to enhance long-term value for stakeholders.

On September 6, 2012, Yellow Media Inc. held debtholder and shareholder meetings in Montreal to obtain support for the plan of arrangement under the Canada Business Corporations Act implementing the Recapitalization. The Recapitalization was approved by the requisite majority of its debtholders and shareholders at their respective meetings, with 70.39% of support received from the debtholders and 77.26% of support received from the shareholders.

The court hearing for the final approval of the Recapitalization ended on October 23, 2012. A decision from the Quebec Superior Court is pending.

The Company recorded net earnings of $24.0 million during the quarter ending September 30, 2012. During the third quarter of 2012, the Company incurred $37.6 million of non-recurring expenses, which do not reflect the ongoing operations of the business. For the same quarter last year, the Company recorded a net loss from continuing operations of $2.8 billion as a result of a goodwill impairment charge of $2.9 billion. Net earnings from continuing operations before the impairment charge were $74.6 million. Net earnings per share for the third quarter ending September 30, 2012 were $0.04 compared to net earnings per share from continuing operations before the impairment charge of $0.14 in 2011.

Adjusted earnings were $77.1 million for the quarter compared to $69.2 million of adjusted earnings from continuing operations last year. Adjusted earnings per common share for the quarter were $0.15 versus $0.14 of adjusted earnings per common share from continuing operations in 2011. The increase in adjusted earnings is due to lower cash taxes and lower cash interest payments, partially offset by a decrease in EBITDA.

Revenues for the third quarter of 2012 were $267.7 million compared to $323.4 million last year. The 17.2% decrease is due principally to lower print revenues, the discontinuation of duplicate directories published by Canpages, and the divestiture of LesPAC on November 14, 2011. On a comparable basis, excluding the impact of the changes to the Canpages business, the LesPAC divestiture and YPG USA, revenues decreased by 12.5% versus the same period last year.

Online revenues for the quarter were $92.0 million compared to $87.3 million last year, representing growth of 5.3%. On a comparable basis, excluding the impact of the changes to the Canpages business, the LesPAC divestiture and YPG USA, online revenues grew 14.1% versus the same period last year. Digital revenues currently represent over 34% of total revenues.

Income from operations for the third quarter ending September 30, 2012 was $73.5 million. This compares to income from operations before the impairment charge of $127.7 million for the same period last year. EBITDA for the quarter declined from $166.0 million to $137.8 million, and the EBITDA margin remained relatively stable at 51.5% compared to 51.3% in 2011.

"Yellow Media has a century-long legacy of catering to the needs of locally-based small and medium-sized companies through marketing advice and solutions," said Marc P. Tellier, President and Chief Executive Officer of Yellow Media Inc. "Our digital transformation benefits these businesses by providing them with the same trusted expert advice alongside an extensive portfolio of online, mobile, and web-related products designed to increase their digital presence in today's marketplace."

Continued Progress on Yellow Pages Group's Digital Strategy

The Yellow Pages 360 degrees Solution offers a multi-channel approach complementing the challenges SMEs face, bringing single-point access to a comprehensive suite of products and services. Yellow Pages Group's ("YPG's") tailored advertising mix includes online, mobile and print media platforms, managed website services, customized search engine marketing and search engine optimization, and Yellow Pages(TM) Analytics, alongside marketing support to best manage the local performance marketing needs of Canadian businesses.

In an effort to meet the needs of larger advertisers, Mediative is supporting YPG by delivering search engine optimization, search engine marketing and usability services to high end local clients with a new product line called Digital PowerPlay(TM). Introduced during the third quarter of 2012, Digital PowerPlay(TM) establishes and optimizes a business' digital presence by determining the necessary steps to maximize qualified leads across various digital channels.

As at September 30, 2012, the advertiser penetration of YPG's 360 degrees Solution (defined as advertisers who subscribe to three product categories or more) was 14.0% compared to 4.1% at the end of the same period last year.

Mobile continues to gain traction within the Yellow Pages 360 degrees Solution product suite. As at September 30, 2012, the Company had approximately 21,600 Canadian SMEs purchasing mobile products, representing approximately 39,800 mobile units.

In response to the societal, cultural and technological trends that have changed the way consumers and businesses find each other, and which have fuelled the Company's digital transformation, YPG launched a new ad campaign in October 2012. The campaign focuses on "Meet the New Neighborhood," and demonstrates the relevance of the Company's digital tools, platforms and expertise in connecting consumers with local businesses.

Enhancing the 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 9.1 million unduplicated unique visitors, representing 33% of Canada's online population.

YPG's business transformation also revolves around the continued improvement of the mobile user experience. The Company's mobile applications have been downloaded 4.7 million times, compared to 3.0 million times at the same period last year. During the quarter, the YP.ca application was fully redesigned to include more user relevant content. The homepage of the YP.ca application now includes quick access to relevant groupings of business listings and neighborhood deals pertaining to the user's search category.

YellowAPI.com, the Company's public application programming interface, currently has over 2,200 software developers enrolled. These developers power their mobile applications with YPG's database of 1.5 million business listings, generating significant visibility for small and medium sized businesses nationwide. During the third quarter, MyCityWay released Canadian versions of their local discovery applications using the data available through YellowAPI.com. MyCityWay is currently one of the top tier and award winning local search and discovery applications in the United States.

Mediative

Mediative is a leading Canadian digital media advertising company, offering extensive display, mobile and other location-based marketing solutions. Reaching approximately 15.6 million unique visitors per month, Mediative's online ad network matches advertisers with the websites of premium online brands.

During the quarter, 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. Mediative currently offers the targeted marketing power of 18 mobile applications to help marketers reach local audiences on any kind of mobile device.

Capital Structure

As at September 30, 2012, the Company had approximately $1.4 billion of net debt, or $2 billion including preferred shares, Series 1 and 2, and convertible instruments. The net debt to Latest Twelve Month EBITDA ratio as at September 30, 2012 was 2.7 times compared to 2.5 times as at December 31, 2011.

Upon completion of the Recapitalization, the Company will have debt of approximately $877.5 million consisting of $775 million of Senior Secured Notes and $102.5 million of Subordinated Unsecured Exchangeable Debentures. This compares to total debt and preferred shares Series 1 and 2 of $2.4 billion as at September 30, 2012. Annual interest expense will also be reduced by approximately $45 million.

The Recapitalization will exchange the Company's credit facilities and medium term notes, representing $1.8 billion of the Company's debt, for a combination of:


--  $775 million of 9% Senior Secured Notes due in 2018; 
--  $100 million of Subordinated Unsecured Exchangeable Debentures due in
    2022, with interest payable in cash at 8% or in additional debentures at
    12%; 
--  23,062,948 New Common Shares, representing 82.5% of the New Common
    Shares; and  
--  $250 million of cash. 

Holders of existing convertible debentures will receive, in exchange for their securities, a combination of:


--  $2.5 million of Subordinated Unsecured Exchangeable Debentures due in
    2022, with interest payable in cash at 8% or in additional debentures at
    12%; 
--  497,852 New Common Shares, representing 1.8% of the New Common Shares;
    and  
--  484,487 Warrants, representing in the aggregate 1.7% of the New Common
    Shares. 

Holders of existing preferred shares and common shares will receive, in exchange for their securities, a combination of:


--  4,394,288 New Common Shares, representing 15.7% of the New Common
    Shares; and  
--  2,511,022 Warrants, representing in the aggregate 9.0% of the New Common
    Shares. 

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 Inc. will hold an analyst and media call at 9:00 a.m. (Eastern Time) on November 6, 2012 to discuss the third quarter results. The call may be accessed by dialing (416) 340-2216 within the Toronto area, or 1 866 226-1792 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/third-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 November 6 to November 13, 2012 by dialing (905) 694-9451 within the Toronto area, or 1 800 408-3053 outside Toronto. The conference passcode is 2321162.

About Yellow Media Inc.

Yellow Media Inc. (TSX:YLO) 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 over 9 million unique visitors monthly and its mobile applications for finding local businesses and deals have been downloaded over 4 million times. Yellow Media Inc. 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 November 6, 2012, 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 7 of our November 6, 2012 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        For the nine-month 
                                    periods ended             periods ended 
                                    September 30,             September 30, 
Yellow Media Inc.               2012         2011         2012         2011 
----------------------------------------------------------------------------
                                                                            
Revenues                    $267,711     $323,441     $843,268   $1,015,551 
Income (loss) from                                                          
 operations                  $73,548  ($2,772,299) ($2,662,826) ($2,524,815)
Net earnings (loss) from                                                    
 continuing operations       $24,017  ($2,806,099) ($2,777,541) ($2,756,344)
Basic earnings (loss)                                                       
 per share from                                                             
 continuing operations                                                      
 attributable to common                                                     
 shareholders                  $0.04       ($5.52)      ($5.45)      ($5.42)
Cash flow from operating                                                    
 activities from                                                            
 continuing operations       $49,640      $43,985     $176,824     $243,609 
----------------------------------------------------------------------------
EBITDA(1)                   $137,775     $165,998     $429,036     $532,509 
EBITDA margin(1)                51.5%        51.3%        50.9%        52.4%
Adjusted earnings from                                                      
 continuing                                                                 
 operations(1)               $77,145      $69,232     $235,318     $304,195 
----------------------------------------------------------------------------
Weighted average number                                                     
 of common shares                                                           
 outstanding             512,610,477  509,752,238  512,600,405  511,591,101 
Adjusted earnings per                                                       
 common share from                                                          
 continuing operations         $0.15        $0.14        $0.46        $0.59 
Dividends on common                                                         
 shares                            -      $40,360            -     $207,345 
Dividends declared per                                                      
 common share                      -        $0.08            -        $0.40 
Payout ratio                       -           57%           -           68%
----------------------------------------------------------------------------

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 and intangible assets, recapitalization and acquisition-related costs and restructuring and special charges. Management believes this measure is reflective of ongoing operations. The Company also uses the term Adjusted earnings from continuing operations, defined as net earnings (loss) from continuing operations available to common shareholders excluding amortization of intangible assets attributable to shareholders, non-cash financial charges, non-cash income taxes and non-recurring items such as recapitalization and acquisition-related costs, impairment of goodwill and intangible assets, restructuring and special charges, gain on sale of assets, gain on investment and impairment of investment in associate. These terms are not performance measures defined under IFRS, they do not have any standardized meaning and are therefore not likely to be comparable to similar measures used by other publicly traded companies. Management believes EBITDA and Adjusted earnings from continuing operations to be important measures. The table below is a reconciliation of Adjusted earnings from continuing operations to the most comparable IFRS financial measures:


Adjusted earnings from continuing operations                                
(in thousands of Canadian dollars - except share and per share information) 


                             For the three-month         For the nine-month 
                                   periods ended              periods ended 
                                   September 30,              September 30, 
                                                                            
                               2012         2011         2012          2011 
Net earnings (loss) from                                                    
 continuing operations      $24,017  ($2,806,099) ($2,777,541)  ($2,756,344)
Attributable to non-                                                        
 controlling interest           (21)          84          (48)          441 
Dividends to preferred                                                      
 shares series 3, 5 and                                                     
 7 shareholders              (5,583)      (5,583)     (16,751)      (16,955)
----------------------------------------------------------------------------
Net earnings (loss) from                                                    
 continuing operations                                                      
 available to                                                               
common shareholders         $18,413  ($2,811,598) ($2,794,340)  ($2,772,858)
Amortization of                                                             
 intangibles assets(1)       23,290       35,172       68,837       141,867 
Impairment of goodwill                                                      
 and intangible assets            -    2,900,000    2,967,847     2,900,000 
Recapitalization and                                                        
 acquisition-related                                                        
 costs                       10,818          497       16,305         7,533 
Restructuring and                                                           
 special charges             26,812            -       26,812        11,888 
Financial charges            30,198       10,314       97,819        94,940 
Gain on sale of assets         (641)           -         (641)            - 
Interest paid               (35,065)     (49,226)     (94,970)     (120,554)
Gain on investment (net                                                     
 of income taxes of $0.1                                                    
 million)                         -            -       (2,090)            - 
Impairment of investment                                                    
 in associate (net of                                                       
 income taxes of $0.2                                                       
 million)                         -            -            -        50,271 
Provision for income                                                        
 taxes                       15,538       18,678        5,688        60,030 
Income taxes paid           (12,218)     (34,605)     (55,949)      (68,922)
----------------------------------------------------------------------------
Adjusted earnings from                                                      
 continuing operations      $77,145      $69,232     $235,318      $304,195 
Weighted average number                                                     
 of common shares                                                           
 outstanding            512,610,477  509,752,238  512,600,405   511,591,101 
Adjusted earnings per                                                       
 common share from                                                          
 continuing operations        $0.15        $0.14        $0.46         $0.59 
Dividends on common                                                         
 shares                           -      $40,360            -      $207,345 
Dividends declared per                                                      
 common share                     -        $0.08            -         $0.40 
Payout ratio                      -           57%           -            68%
                                                                            
(1) Represents amortization of intangible assets attributable to common     
shareholders.                                                               

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