Good morning, and welcome to Dex Media's Third Quarter 2013 Conference Call. With me today are Peter McDonald, Chief Executive Officer; and Dee Jones, Chief Financial Officer. Some statements made by the company today during this call are forward-looking statements. These statements include the company's beliefs and expectations as to future events and trends affecting the company's business and are subject to risks and uncertainties. The company advises you not to place undue reliance on these forward-looking statements and to consider them in light of the risk factors set forth in reports filed by Dex Media and its predecessor companies with the Securities and Exchange Commission. The company has no obligation to update any forward-looking statement. A replay of the teleconference will be available at (800) 585-8367. International callers can access the replay by calling (404) 537-3406. The replay passcode is 80391370. The replay will be available through November 19, 2013. In addition, a webcast and presentation slide will be available on Dex Media's website in the Investor Relations section at www.dexmedia.com. [Operator Instructions] And now; I'd like to turn the call over to Peter McDonald. Peter?

Thank you, Lori, and good morning, everyone. Welcome to the Dex Media third quarter earnings call. In addition to reporting on current results, today, I will give a brief update on our merger integration and evolution as a business. I will provide more context around our position in the marketplace, how we do business and what sets us apart from the competition. I will also share highlights of some of the opportunity ahead of us, the comprehensive marketing solutions we offer, the difference we're making for small and medium-sized businesses across the country and the reason we believe in our positive future. After my remarks, Dee Jones will follow with more detail on third quarter financial results. First, a few financials. Year-to-date, our pro forma operating revenue is $1.7 billion. Throughout the business, we continue to control costs, generating an adjusted EBITDA -- pro forma EBITDA of $674 million, which translates to a margin of 40%. We also generated adjusted pro forma free cash flow of $312 million through the third quarter. Our current debt balance at par value is $3.1 billion. Since 2010, our combined companies have paid down more than $3 billion in debt, $356 million in 2013, of which $35 million was paid in October. Many of our investors have asked for more visibility into our digital capabilities. So I'd like to provide a quick snapshot of our business. Dex Media helps small and medium-sized businesses grow by offering an array of multi-platform solutions for local advertisers, including online, mobile and social platforms, as well as print solutions. Our 2,000 highly trained, Google-certified marketing consultants serve about 600,000 clients in 43 states. As consumers expand their use of smartphones and tablets through search for local services, an increasing number of our clients recognize the importance of digital…

Thank you, Peter, and good morning, everyone. While Peter gave you an update on where we will focus as we move towards 2014, I will provide the financial results for the quarter and year-to-date. Before we begin, I will mention that some of the results I will be speaking to this morning are non-GAAP numbers. We have provided a reconciliation of non-GAAP to GAAP results in the appendix of this presentation. Moving on to the financial results. Total multi-platform ad sales for the second quarter declined 15.3% as compared to the same period last year. Print declined 20.6%, and digital results were flat. As Peter noted earlier, we are focused on the many actions needed to improve sales performance. Recent performance was impacted by the slowdown of incremental bundled penetration in the former Dex markets and the retention level of digital solutions in the former SuperMedia market. We will be looking to address both these areas by the cross launch of existing products that Peter spoke off, as well as the new start smart solutions. Also flex bundles and text marketing will provide additional areas for improvement. These efforts are being implemented throughout Q4 and into 2014. For the third quarter, Dex Media reported pro forma combined revenue of $537 million, a 17.4% decline compared to the same period last year. Adjusted expenses were $317 million, and adjusted pro forma EBITDA was $220 million with a margin of 41%. For the year-to-date period, pro forma combined revenue was $1.686 billion, a 17.4% decline compared to the same period in the prior year. Year-to-date adjusted expenses were $1.012 billion, and adjusted pro forma EBITDA was $674 million with a margin of 40%. Adjusted pro forma EBITDA for the quarter excludes $14 million of merger-integration costs and $42 million year-to-date. For the…

[Operator Instructions] Your first question comes from the line of Gary Moorman of Alpine Associates.

I briefly got distracted just a minute ago. You were saying something about watching the opportunities to repurchase securities in the market. Is that correct?

Yes, yes. What I indicated there was that we do see open market debt repurchases is an economically effective way to utilize cash. And as we look out here, we're going to be evaluating those opportunities. I'm not going to comment as to specific timing though.

Understood. I just wanted to make sure I heard you correctly.

Your next question comes from the line of Steve Hill [ph] with Hill Partnership [ph].

Question for you on the digital side. Just looking at the numbers from some of the guys that you resell for like Google where their cost-per-click was down 8% year-over-year. I'm just curious when you guys are looking at price volume as you go through, is there some attribution of the kind of the flat or growth rate being due to price versus volume that you could provide some color on? Or did you -- or I guess directly, did you see that same type of price compression in your digital sales?

We're not seeing that degree of price compression. We don't just sell AdWords. I mean given what we sell in regard to total solutions across the space and the manner in which we sell most of our solutions and packages, we're actually seeing continued movement in the average value per order. Not dramatic, but we are seeing it move upward actually as far as average value per order. And from a pricing perspective with the packages that we sell, you can't just look at AdWords or a specific component of those solutions. So we're not seeing necessarily the price compression that you might expect. As consumer behavior continues to move and shift, I think advertising spend will continue to move and shift with it. We still see the trend line going upward in regard to the digital aspect of that.

Your next question comes from the line of wait.

In your press release, you disclosed the advertising sales for print and digital. I was wondering if you can give the revenue growth rates in the period for each of those.

Well, I mean I think you can derive those from the factors that we indicated. I think we indicated, of our revenues, 24% now is sourced from digital, up from 17% for the same period a year ago. I don't have those mathematics right in front of me, and I think the way -- as we move forward, this type of metric disclosure is probably how we're going to proceed. The aspect of it is we are a local advertising sales enterprise. And we sell a lot of solutions in the bundled integrated fashion. So isolating specific products is not necessarily how we want to look at the business. But we understand the marketplace's desire for a view as to our magnitude and strength in the digital space. And that's why we've chosen to disclose in the fashion that we have, but I think you can derive fairly closely based on the metrics we provided what those rates might be.

Okay. You also, Dee, you also gave a digital metric of AVO range. What's been the trend there?

Yes, as I indicated earlier, we've seen slight improvement in the AVO there. As we enhance bundles and we enhance the solutions packages that we're selling and you're selling bigger packages, you're taking folks across a broader space in the digital arena, I think those packages will command more value. Consumer behavior is going to also influence that, and where people are looking for our advertisers and looking for our businesses, we'll continue to move that. And that's what we've seen in the AVO ranges.

Okay, and my final question, Dee, is around the time of the merger, you had given some guidance around synergies. Can you talk about where you are on those synergies and if you feel that they're achievable?

Yes, yes. And as I indicated in the opening remarks, we do see the synergy opportunity as continuing to be very achievable and continue to look for additional opportunities for efficiencies on the cost side of this business. You can see the year-to-date cost takeouts there have been made. Some of which are attributable to synergies, some of which are attributable to normal course cost takeouts. You lose identity as in regard to specific synergy elements as you move through time, but we do continue to see the opportunity that was held out originally at 1 50 to 1 75 at the merger time as being a very achievable element of this integration and merger. And we believe we're on track.

Your next question comes from the line of Colin Wilson-Murphy of Bowery Investment.

Yes. What was the overall renewal rate in the third quarter?

Yes, we're not, we haven't had a specific renewal rate, but we have indicated that about 80% of our advertisers are renewing. We have seen improvement and trending in the right direction with respect to renewals. Further progress needs to be made in that regard, and I think some of the solutions that we're rolling out as we move through the fourth quarter and especially into the first part of the year as we get complete rollouts made, we're looking for lift in that regard. But we've seen slight improvement in it, but as we've held out before from a client perspective, we renewed about 80% of our clients. And that's been fairly consistent.

Okay. And how does that compare to the renewal rates for the bundled products and the guaranteed products?

It depends on the market. The bundled solutions tend to give us a lift in regard to retention in anywhere from 5% -- 5% to 8% of lift with bundled solutions, and that's one of the reasons that we're taking the path that we're taking with respect to that because the value proposition to the advertisers is better and stickier with respect to bundled solutions.

Okay. And then in the second quarter of fiscal year 13, digital ad sales were up about 6%. And we understood that the weakness was largely due to one or more national customers impacting that growth rate by, I believe, at the time, it was about 240 basis points. And we know now that digital ad sales did not grow at all year-over-year in the third quarter. Was that once again the results of one or more national advertisers who deflected?

The national advertising component of the digital space was essentially flat as well. It was consistent with what we saw in totality. As I mentioned in my remarks, we were looking for additional lift or additional effect in the Dex One markets of the bundled solutions that didn't come to fruition to the degree that we were looking for. We also did not get the lift in retention rates on the -- in the SuperMedia markets with some of those. We are looking to address those with some of the cross rollouts of their respective products and some of the new solutions. As well as Peter indicated, there's a lot of activities around integration. There was a lot of elements that we were driving for in the business to position it for the future. Isolating exactly what the component was that changed those trend lines or moved those trend lines to the flat level. As you would expect putting specific metrics around it is very difficult to do, but there was a lot of contributing factors there. We are looking to address all of those with solutions as we move through fourth quarter and into 2014 to change that trend line.

And can you give us any color as to maybe some of the customers that you did lose on the digital front?

I think when you think about the clients, it's not 1 or 2. Nobody makes up that significant portion. And if I look at the third quarter kind of -- playing off Dee, here, integration was the biggest issue. And if you look at where we are -- and I think what the message is we're trying to send today is we have built a very substantial portfolio of multiproduct products and solutions. And we have 200,000 clients, which is a great base to build on in the digital area. So -- and we're getting results. And that's one of the things that sets us apart in thinking about this is every one of our clients that allows us to, which is almost all of them, we track to make sure that we're getting results for our advertisers. And so from a color standpoint, I wouldn't think about a client or a couple of clients. I think that what you're looking at is what we build as client base. And we believe that we have a bright future with the opportunities we have with the solutions that are out there.

Okay. And given the fact that we're in the month of November now, and I know you're -- certainly, your revenue as well as your EBITDA visibility for the next several quarters is fairly robust. Can you give the market a sense, even a range of where you expect to end '13 as it relates to revenue and EBITDA?

Yes, the policy has continued to be what the board is that we do not provide guidance in that respect. So appreciate the question, but at this point, the policy is not to provide guidance.

Your next question comes from the line of Andrew Hamerling of Wavelength Asset Management.

Calling because I'm looking at schedule F in the third quarter release for schedule F in the second quarter release. And what it looks like to me, if I'm looking at this right and please confirm is that, year-to-date as of 3Q you generated $229 million in free cash flow. And that compares to, in 2Q, you had year-to-date $127 million in free cash flow, which if my math serves is $102 million in net free cash flow we generated this quarter. Is that correct?

Yes. But Andrew, you've got to be careful with those cash flow schedules in there because of the gap and the fresh start impact of those. When I spoke about free cash flow in my remarks, that is the adjusted free cash flow as if you had normal course accounting and weren't impacted by those elements. So the $339 million less the $27 million of CapEx given us $312 million of free cash flow. The only element of that, that is the $35 million or so of transaction costs that are excluded from that calculation. I think that's a better way to look at the cash generation than looking at the -- the GAAP calculations because it is influenced by some required entries around fresh start accounting.

Okay, now with respect to next year, when do we start seeing the benefits of the merger kick in, in terms of synergies?

Some measure of the synergy benefits are already embedded in the cost takeouts that we've got. We're seeing benefits of the synergies as we move through since May 1 and merged in May 1. We're continuing to look at opportunities to accelerate the full year forecast. If you'll recall, we had about $125 million of synergy opportunity identified for 2014 and then a steady state of $150 million to $175 million in 2015. Obviously, we're looking for ways to accelerate those benefits and get closer to the school year elements from a synergy perspective. We're also looking for opportunities to get normal course takeouts above and beyond any synergy opportunities. So we'll continue to drive for cost efficiencies in the business and get as much of that as we can.

Okay. So I guess looking forward with the business, I mean, can we grow digital? Like can we actually take the business -- because we're still -- frankly, we were surprised to see digital flat in terms of what overall growth year-over-year and we're fine with it recognizing you guys are merging 2 businesses together that are very unique, I guess. My question is will we see an acceleration of digital in the, say, coming 6 months? If we do, we're fine with this.

We believe we have opportunity to grow the digital. And the solutions and the tactical plans that we're putting into the marketplace and getting out right now to start to drive that result. We believe we'll see them bear fruit and change these trend lines. It's a question as we move through the markets in the fourth quarter and into the 2014, but we do believe we have opportunity, we have the solutions, we have the assets in place to drive digital.

Your next question comes from the line of Mark Hetrick of Wells Fargo Advisors.

Two quick questions. I missed initially what you had to say in regards to your initial guidance. Were you talking about you're still on track to reduce your debt in regards to your guidance, or what did you initially say? I missed that. Got on the call a little late.

Yes, I mean, we haven't provided explicit guidance since the merger, and it's our policy not to provide guidance in regard to any of the metrics. You can see from the -- you can look at the cash flow trends and where we're at, feel good about the debt and the cash flow levels that we've been able to generate. We're going to have to continue to find more efficiencies and change the top line trends to get better results as we move forward, but certainly focused on cost and debt and debt reduction. I did indicate that while we weren't in the open market for the more efficient reduction in debt utilizing the cash that we can, we weren't in the market in the third quarter. And we do see that as an economically efficient way to utilize cash. And while we're not going to comment on specific timing, we would expect to be in the market in the future.

Is that something you would put out a press release on, or is it just something we would catch in your next quarterly earnings results as far as if you did buy some...

No. In order to affect open market repurchases under the terms of the credit agreement, we'll have to launch a tender. People will be aware of it, whether it's press release, 8-K or some communication from their respective agents.

And one quick question then. You talked about -- you currently have -- you're rolling out, if I understand correctly, you have like 200,000 customers that you're rolling out the digital side to from Dex One. And now you're going to be moving that over to the SuperMedia to capture or give digital solutions to all 600,000 customers. Is that correct?

No, no. It combines -- the combined companies have 200,000 of digital clients. And so we are rolling out -- and part of the merger, part of this integration or part of the benefit is that some of the products that were in one company will share across the other company and vice versa. So we can expand our product launch to the entire footprint over the next couple of quarters.

Yes, I mean, we have a base of 200,000 clients with digital solutions already. So over 1/3 of our existing client base have digital solutions with us. With the cross launches of products, we're looking to drive that penetration higher.

And that would, I would think, eventually lead to a higher digital sales, which would be certainly important.

That's the objective.

Your next question comes from the line of Sam Sekine of ALJ Capital.

Can you comment just a little bit about the number of books that you guys are printing and maybe just what that trend looks like?

Yes, I mean, we're continuously evaluating our distribution. I don't have the specific quantities in front of me. I think that gets released on an annual basis and in the K. We'll continue to try to find more efficient ways and effective ways of distributing the books without diminishing the value proposition to the advertiser. I will say the number of books being printed in the overall footprint is coming down and is trending downward. But I don't have a specific number for you. But we'll continue to look for efficiencies there, but we also are cognizant that we need to preserve the value proposition. Print still continues to be a valuable source of leads in a lot of markets. Over 7 billion references last year coming from -- sourced from the printed product in the industry. And when we look at our individual clients and where their leads are being sourced from, print is a valuable source of leads. And we'll continue to manage to preserve that to the degree that we can. But at the same time, we're also cognizant that we have to find efficient ways and efficient cost aspects to the business. Distribution quantities that aren't effective for us, that's one of the sources we'll continue to look at.

And when I'm looking at the total ad sales I guess is there a way to break that up between like volume and price with the negative 20% growth?

AVO has been fairly stable, slightly declining. There are some decreases in the market plus with the bundled solutions that we put out in some of the discounting programs that we utilize, I've seen see a slight decline in average order price in aggregate. The digital side's kind of moved up, but the aggregate has come down slightly. If you look at retention versus overall, you see that it's more -- it's probably more client loss and volume. But the mix of clients that you're losing, you are seeing some decrease in average value order.

And help me understand with the way you guys bundle. I mean is there flexibility for the sales agent to kind of negotiate the pricing print down to kind of get more on the digital side, or how does that exactly work?

No. The rep has rules and specific tools basically to determine the price of what bundle they put together. We call them flexible bundles because there's flexibility as to the elements that can go in there. Depending upon what elements are in there, the size of the program, the market that you're in and all those pieces there are tools that apply the pricing rules that the rep has to follow. So they don't have pricing flexibility, per se. There is flexibility for the client as to what they put into those bundles. And that will determine an ultimate discount level and an ultimate pricing level.

And I know you guys mentioned that you had about 200,000 clients that are digital customers. Out of those 200,000, how many are digital only?

We haven't held that out specifically. We do have a measure of clients that are digital only, and we'll continue to look to drive that piece of it as well. But really overall, we're looking at selling whatever solution it is that those advertisers need whether that's digital only or combined with print or if someone still wants to just buy print, we'll sell it to them. But ultimately, it's about getting the value proposition across the full multi-platform suite of solutions that we offer so that you can drive a value proposition. So it's not about digital only or digital bundles, but we do have a good measure of digital only. We'll evaluate the disclosure elements around that as we move forward.

Your final question comes from the line of Tim Daggett of Citigroup.

But did you buy back any debt in October or November?

Tim, I'm sorry. Can you repeat that? I couldn't -- you're not coming across very clear.

Sure. Sorry if I missed this, but did you guys buy back any debt after the quarter ended October or November?

No. Like I said in the statement, I'm not going to comment on timing as to open market repurchase, but we have not stepped into the market as yet with open market repurchases. But I do want to reiterate once again that we see that as an economically efficient way to utilize cash. And you can look for us in the future to take advantage of those opportunities, but we have not had a tender as yet in the marketplace.

That does conclude the question-and-answer session and today's conference call. We thank you for your participation. You may now disconnect.