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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

Commission File Number 333-42085

TRANSWESTERN PUBLISHING COMPANY LLC

(858) 467-2800

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

     Indicate by check mark whether the registrant is an accelerated filer. Yes o No x

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TRANSWESTERN PUBLISHING COMPANY LLC
FORM 10-Q INDEX

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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED BALANCE SHEETS
(in thousands)

See accompanying notes.

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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except for per member unit information and member units outstanding)

See accompanying notes.

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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)

See accompanying notes.

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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)

1.

GENERAL

     The accompanying unaudited consolidated financial statements include the accounts of TransWestern Publishing Company LLC (the “Company”) and its wholly owned operating subsidiaries, Target Directories of Michigan, Inc. (“Target”) and WorldPages, Inc. (“WorldPages”) and its subsidiaries. All significant intercompany transactions have been eliminated. The Company is an independent yellow page directory publisher and is a wholly owned subsidiary of TransWestern Holdings L.P. (the “Partnership”).

     These financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States. All adjustments were of a normal recurring nature. All material intercompany balances and transactions have been eliminated. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2002. The 10-K is available on the Internet at http://www.sec.gov.

     Certain amounts in prior period consolidated financial statements have been reclassified to conform to the presentation for the three and six months ended June 30, 2003.

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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)

2.

FINANCIAL STATEMENT DETAILS

Property, Equipment and Leasehold Improvements

Acquired Intangibles

Debt issuance costs

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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)

3.

LONG TERM DEBT

     On January 15, 2003, the Partnership redeemed the remaining $28.9 million in aggregate principal amount of Partnership’s Discount Notes. In order to fund the redemption, the Company distributed $31.2 million to the Partnership. The Company borrowed $15.0 million of the available $65.0 million on its revolving line of credit and used cash on hand to fund the remaining distribution to the Partnership.

     As of June 30, 2003 the Company had total outstanding long term indebtedness of $426.5 million, including $215.6 million of Series F 9 5/8% Senior Subordinated Notes due 2007, $23.4 million of outstanding borrowings under the Term A Loan due 2007, $187.5 million of outstanding borrowings under the Term B Loan due 2008, and $0.1 million in acquisition related debt. As of June 30, 2003 the Company had no outstanding borrowings under its revolving credit facility, with total borrowing availability of $65.0 million.

4.

DIRECTORY ACQUISITIONS

     TelFax, Inc. On February 6, 2003, the Company purchased certain tangible and intangible assets of TelFax, Inc. for $2.0 million. The Company acquired two directories in Oregon and one in Washington.

     The purchase price for the acquisition above has been allocated to the tangible and intangible assets acquired based on their respective fair values at the date of acquisition, as follows (in thousands):

Total consideration paid in the purchase acquisitions is as follows (in thousands):

     Assuming that the above acquisition had occurred on the first day of the Company’s six month period ended June 30, 2003 and June 30, 2002, the unaudited pro forma results of operations would be as follows:

     These results give effect to pro forma adjustment for the amortization of acquired intangibles and for the additional interest expense on the debt incurred to fund the acquisition.

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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)

5.

GUARANTEE

     Target Directories of Michigan, Inc., WorldPages, Inc., and TransWestern’s other material wholly-owned subsidiaries, fully and unconditionally guaranteed the Company’s outstanding 9 5/8% Series F Senior Subordinated Notes due 2007 on an unsecured senior subordinated basis. Target and WorldPages, Inc, and its subsidiaries are the Company’s only consolidated operating subsidiaries, other than an inconsequential subsidiary which is a co-issuer of such notes, and has no debt senior to the Notes. The following includes summarized financial data for the Company’s unconditional guarantors:

6.

LEGAL PROCEEDINGS

     The Company and/or its subsidiaries are parties to various litigation matters incidental to the conduct of their business. Management does not believe that the outcome of any of these matters will have a material adverse effect on the Company’s financial condition or the results of its operations.

7.

GOODWILL

     A summary of changes in the Company’s goodwill for the six month period ended June 30, 2003 is as follows:

(1)

Acquisition relates to the Company’s purchase price allocation for TelFax, Inc.

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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)

8.

NEW ACCOUNTING PRONOUNCEMENTS

     In April 2002, the Financial Accounting Standards Board (“FASB”) issued FAS 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” This statement, among other things, changes the way gains and losses from the extinguishment of debt are reported. Previously, all gains and losses from the extinguishment of debt were required to be reported as an extraordinary item, net of related tax effect. Under FAS 145, gains and losses from the extinguishment of debt should be reported as part of on-going operations, unless the extinguishment of debt is both an unusual and infrequent event for the entity. Previously reported extraordinary gains and losses from the extinguishment of debt that are not unusual or infrequent should be reclassified. The Company has reclassified $3.5 million of extraordinary losses recorded during June of the year ended December 31, 2001. The adoption of this statement did not affect reported net income.

     In November 2002, the Financial Accounting Standards Board issued Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45 elaborates on the existing disclosure requirements for most guarantees. FIN 45 requires that at the time a company issues certain guarantees, the company must recognize an initial liability for the fair value, or market value, of the obligations it assumes under that guarantee and must disclose that information in its interim and annual financial statements. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. FIN 45’s disclosure requirements are effective for financial statements of interim or annual periods ending after December 31, 2002 and are applicable to all guarantees issued by the guarantor subject to FIN 45’s scope, including guarantees issued prior to the issuance of FIN 45. The Company adopted the provisions of FIN 45 in December 2002. The adoption did not have a material impact on the Company’s consolidated financial statements.

     In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46), which requires extensive disclosures (including certain disclosures that are applicable to December 31, 2002 financial statements) and will require companies to evaluate variable interest entities to determine whether to apply the consolidation provisions of FIN 46 to those entities. Companies must apply FIN 46 to entities with which they are involved if the entity’s equity has specified characteristics. If it is reasonably possible that a company will have a significant variable interest in a variable interest entity at the date FIN 46’s consolidation requirements become effective, the company must disclose the nature, purpose, size and activities of the variable interest entity and the consolidated enterprise’s maximum exposure to loss resulting from its involvement with the variable interest entity in all financial statements issued after January 31, 2003 (including December 31, 2002 financial statements) regardless of when the variable interest entity was created. The consolidation provisions of FIN 46, if applicable, would apply to variable interest entities created after January 31, 2003 immediately, and to variable interest entities created before February 1, 2003 in the Company’s interim period beginning after June 15, 2003. The Company believes that the implementation of the provisions of FIN 46 will not have a material effect on the Company’s consolidated financial statements.

     In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS No. 150), which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150, requires an issuer to classify certain instruments as liabilities (or assets in some circumstances) which may have previously been classified as equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The provisions of SFAS No. 150 are to be implemented by reporting the cumulative effect of a change in accounting principle for financial instruments created before the issuance date of the statement and still existing at the beginning of the interim period of adoption. The Company does not believe the adoption of the provisions of SFAS No. 150 will have a material effect on the Company’s consolidated financial statements.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS

Overview
     As used in this item and throughout this Quarterly Report on Form 10-Q, “we”, “us”, and “our” each refer to the Company, the Partnership and their direct and indirect subsidiaries, collectively. We recognize net revenues from the sale of advertising placed in each directory when the completed directory is distributed. Costs directly related to sales, production, printing and distribution of each directory are capitalized as deferred directory costs and then matched against related net revenues upon distribution. All of our other operating costs are recognized during the period when incurred. As the number of directories that we publish increases, the publication schedule is periodically adjusted to accommodate new books. In addition, changes in distribution dates are affected by market and competitive conditions and the staffing level required to achieve the individual directory revenue goals. As a result, our directories may be published in a month earlier or later than the previous year which may move recognition of related revenues from one fiscal quarter or year to another. Year to year results depend on both timing and performance factors.

     Notwithstanding significant monthly fluctuation in net revenues which are recognized based on actual distribution dates of individual directories, our bookings and cash collection activities generally occur at a relatively steady pace throughout the year. The table below demonstrates that quarterly bookings, collection of advance payments and total cash receipts, which includes both advance payments and collections of accounts receivable, generally vary less on a percentage basis than our net revenues or EBITDA.

(a)

“EBITDA” is defined as net income (loss) before extraordinary item, discretionary contributions to the Company’s equity compensation plans (such contributions represent special distributions to the Company’s equity compensation plans in connection with refinancing transactions), non-recurring management bonuses and fees in connection with the June 2001 recapitalization of the Partnership, plus interest expense, taxes, and depreciation and amortization and is consistent with the definition of EBITDA in the indenture relating to the Company’s notes and in the Company’s senior credit facility. EBITDA is not a measure of performance under accounting principles generally accepted in the United States (GAAP). EBITDA should not be considered in isolation or as a substitute for net income, cash flows from operating activities and other income or cash flow statement data prepared in accordance with GAAP, or as a measure of profitability or liquidity. However, management has included EBITDA because it may be used by certain investors to analyze and compare companies on the basis of operating performance, leverage and liquidity and to determine a company’s ability to service debt. The Company’s definition of EBITDA may not be comparable to that of other companies and is derived as follows (in thousands):

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(b)		“Bookings” is defined as the daily advertising orders received from accounts during a given period and generally occur at a steady pace throughout the year. Bookings generated by predecessor owners of acquired directories are excluded.
(c)		Total cash receipts includes both advance payments and collections of accounts receivable.

RESULTS OF OPERATIONS

     The following table summarizes our results of operations as a percentage of revenues for the periods indicated:

(a)		For a definition of “EBITDA” see the immediately preceding section.
(b)		“EBITDA Margin” is defined as EBITDA as a percentage of net revenues. Management believes that EBITDA margin provides a valuable indication of the Company’s ability to generate cash flows available for debt service.

THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2002

     Net revenues decreased $25.9 million, or 27.4%, from $94.5 million in the three months ended June 30, 2002 to $68.6 million in the same period in 2003. The Company published 66 directories in the three months ended June 30, 2003 compared to 81 in the same period in 2002. The decrease in net revenues was due to $47.7 million of net revenues associated with 40 directories published in the three months ended June 30, 2002 but not in the same period in 2003 (these directories did not meet specific sales objectives in order to publish them in the quarter due to understaffing of sales representatives); offset by $1.7 million from six new directories, $18.9 million from 19 directories for which the publication date moved into the period and growth in the same 41 directories published during both periods of $1.2 million.

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     As a result of a combination of factors, including the addition of new customers, price increases, increases in the amount of advertising by current customers and new directory features such as colorization of ads, additional ad sizes and additional headings, our same book revenue growth for the 41 directories published in both periods was 2.5%.

     Cost of revenues decreased $4.4 million, or 28.3%, from $15.7 million in the three months ended June 30, 2002 to $11.3 million in the same period in 2003. The decrease was the result of $0.3 million of lower costs associated with the 41 same directories and $7.5 million of costs associated with 40 directories published during the three months ended June 30, 2002, but not in the same period in 2003; offset by $0.3 million of costs associated with six new directories published in the three months ended June 30, 2003 and $3.1 million in costs associated with 19 directories published in the three months ended June 30, 2003, but not in the same period in 2002.

     As a result of the above, gross profit decreased $21.4 million, or 27.3%, from $78.8 million in the three months ended June 30, 2002 to $57.4 million in the same period in 2003. Gross margin increased from 83.4% in the three months ended June 30, 2002 to 83.6% in the same period in 2003 as a result of lower direct costs on the same 41 directories.

     Selling and marketing expenses decreased $6.2 million, or 15.2%, from $40.8 million in the three months ended June 30, 2002 to $34.6 million in the same period in 2003. The decrease was attributable to decreases of $5.5 million in direct sales costs, $3.7 million in provision for bad debt and an increase of $0.7 million in recovered revenue; offset by increases of $3.7 million in sales support costs in the three months ended June 30, 2003.

     Of the increase in sales support costs of $3.7 million, $1.0 million was due to employment recruiting costs and training costs, $2.2 million was due to a general increase in costs associated with personnel and other costs associated with our field sales offices, and $0.5 million was due to sales offices acquired since the second quarter of 2002. The decrease in direct sales costs of $5.5 million was as follows: $11.1 million of costs associated with 40 directories that published in the three months ended June 30, 2002 but not in the same period in 2003; offset by $0.6 million of costs for the six new directories, and $5.0 million for 19 directories moving into the period. Direct sales costs as a percentage of revenue for the same 41 directories published during both periods decreased from 21.8% to 21.3% in the three months ended June 30, 2003 compared to the same period in 2002.

     General and administrative expense decreased $2.1 million, or 12.1%, from $17.2 million for the three months ended June 30, 2002 to $15.1 million for the same period in 2003. The decrease is due to eliminating the bonus accrual of $1.8 million and a decrease in amortization expense related to acquired customer base and other intangibles of $0.3 million.

     As a result of the above factors, income from operations decreased $13.2 million, or 63.4%, from $20.8 million in the three months ended June 30, 2002 to $7.6 million in the same period in 2003. Income from operations as a percentage of net revenues decreased from 22.0% in the three months ended June 30, 2002 to 11.1% in the same period in 2003.

     Interest expense decreased $0.5 million, or 6.2%, from $8.7 million in the three months ended June 30, 2002 to $8.2 million in the same period in 2003 due to a decrease in the rates of interest paid as a result of decreases in Prime and LIBOR rates as well as a decrease in the total amount of debt outstanding.

     The provision for income taxes increased $1.1 million, or 211.1%, from $0.6 million in the three months ended June 30, 2002 to $1.7 million in the same period in 2003 due to a change in the effective tax rate of our wholly-owned subsidiaries. Specifically, we were able to utilize net operating losses during the three months ended June 30, 2002 versus no utilization of net operating losses for the same period in 2003.

     As a result of the above factors, net income decreased $14.0 million, from income of $11.9 million in the three months ended June 30, 2002 to a loss of $2.1 million in the same period in 2003.

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SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2002

     Net revenues decreased $31.8 million, or 19.5%, from $163.5 million in the six months ended June 30, 2002 to $131.7 million in the same period in 2003. The Company published 122 directories in the six months ended June 30, 2003 compared to 139 in the same period in 2002. The decrease in net revenues was due to $52.4 million of net revenues associated with 45 directories published in the six months ended June 30, 2002 but not in the same period in 2003 (these directories did not meet specific sales objectives in order to publish them in the period due to understaffing of sales representatives); offset by $6.9 million from 11 new directories, $12.2 million from 17 directories for which the publication date moved into the period and growth in the same 94 directories published during both periods of $1.5 million.

     As a result of a combination of factors, including the addition of new customers, price increases, increases in the amount of advertising by current customers and new directory features such as colorization of ads, additional ad sizes and additional headings, our same book revenue growth for the 94 directories published in both periods was 1.4%.

     Cost of revenues decreased $6.9 million, or 24.1%, from $28.9 million in the six months ended June 30, 2002 to $22.0 million in the same period in 2003. The decrease was the result of $1.3 million of lower costs associated with the 94 same directories and $8.8 million of costs associated with 45 directories published during the six months ended June 30, 2002, but not in the same period in 2003; offset by $1.8 million of costs associated with 11 new directories published in the six months ended June 30, 2003 and $1.5 million in costs associated with 17 directories published in the six months ended June 30, 2003, but not in the same period in 2002. Production support costs decreased $0.1 million in the six months ended June 30, 2002.

     As a result of the above, gross profit decreased $24.9 million, or 18.5%, from $134.6 million in the six months ended June 30, 2002 to $109.7 million in the same period in 2003. Gross margin increased from 82.3% in the six months ended June 30, 2002 to 83.3% in the same period in 2003 as a result of lower direct costs on the same 94 directories.

     Selling and marketing expenses decreased $4.5 million, or 6.4%, from $70.9 million in the six months ended June 30, 2002 to $66.4 million in the same period in 2003. The decrease was attributable to decreases of $6.1 million in direct sales costs, $3.5 million in provision for bad debt and an increase of $1.3 million in recovered revenue; offset by increases of $6.4 million in sales support costs in the six months ended June 30, 2003.

     Of the increase in sales support costs of $6.4 million, $2.3 million was due to employment recruiting costs and training costs, $3.1 million was due to a general increase in costs associated with personnel and other costs associated with our field sales offices, and $1.0 million was due to new sales offices. The decrease in direct sales costs of $6.1 million was as follows: $12.3 million of costs associated with 45 directories that published in the six months ended June 30, 2002 but not in the same period in 2003; offset by $2.0 million of costs for the 11 new directories, $3.1 million for 17 directories moving into the period, and $1.1 million of higher costs associated with the 94 same directories. Direct sales costs as a percentage of revenue for the same 94 directories published during both periods increased from 21.0% to 21.6% in the six months ended June 30, 2003 compared to the same period in 2002.

     General and administrative expense decreased $1.6 million, or 5.0%, from $33.0 million for the six months ended June 30, 2002 to $31.4 million for the same period in 2003. The decrease is due to eliminating the bonus accrual of $2.6 million; offset by a $0.8 million increase in general costs associated with personnel and a $0.2 million increase in depreciation and amortization.

     As a result of the above factors, income from operations decreased $18.7 million, or 61.0%, from $30.6 million in the six months ended June 30, 2002 to $11.9 million in the same period in 2003. Income from operations as a percentage of net revenues decreased from 18.7% in the six months ended June 30, 2002 to 9.1% in the same period in 2003.

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     Interest expense decreased $0.7 million, or 4.0%, from $17.3 million in the six months ended June 30, 2002 to $16.6 million in the same period in 2003 due to a decrease in the rates of interest paid as a result of decreases in Prime and LIBOR rates as well as a decrease in the total amount of debt outstanding.

     The provision for income taxes increased $2.0 million, or 249.2%, from $0.8 million in the six months ended June 30, 2002 to $2.8 million in the same period in 2003 due to a change in the effective tax rate of our wholly-owned subsidiaries. Specifically, we were able to utilize net operating losses during the six months ended June 30, 2002 versus no utilization of net operating losses for the same period in 2003.

     As a result of the above factors, net income decreased $20.3 million, from income of $13.2 million in the six months ended June 30, 2002 to a loss of $7.1 million in the same period in 2003.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities was $29.8 million in the six months ended June 30, 2003 compared to $15.5 million provided in the same period in 2002. The increase in cash provided by operations was primarily due to increased collections in trade receivables from published directories of $3.0 million, increased collections of advance payments of $6.0 million, and the change in receivables resulting from moving the publication of directories out of the quarter. Net cash used for investing activities was $2.8 million in the six months ended June 30, 2003, as compared to $15.5 million in the same period in 2002. Investing activities consist primarily of cash used to acquire directories. In the six months ended June 30, 2003, $2.0 million was spent to acquire directories compared to $14.7 million in the same period in the prior year.

     Net cash used for financing activities was $40.6 million in the six months ended June 30, 2003 as compared to $1.6 million in the same period in 2002. The amounts of cash used for financing activities for the six months ended June 30, 2003 were primarily for distributions to the Partnership for the redemption of the Partnership’s 11 7/8% senior discount notes.

     On January 15, 2003, the Partnership redeemed the remaining $28.9 million in aggregate principal amount of Partnership’s Discount Notes. In order to fund the redemption, the Company distributed $31.2 million to the Partnership. The Company borrowed $15.0 million of the available $65.0 million on its revolving line of credit and used cash on hand to fund the remaining distribution to the Partnership.

     As of June 30, 2003 the Company had total outstanding long term indebtedness of $426.5 million, including $215.6 million of Series F 9 5/8% Senior Subordinated Notes due 2007, $23.4 million of outstanding borrowings under the Term A Loan due 2007, $187.5 million of outstanding borrowings under the Term B Loan due 2008, and $0.1 million in acquisition related debt. As of June 30, 2003 the Company had no outstanding borrowings under its revolving credit facility, with total borrowing availability of $65.0 million.

     Our principal sources of funds are cash flows from operating activities and borrowing availability of $65.0 million under our revolving credit facility. We believe that these funds will provide us with sufficient liquidity and capital resources to meet our current and future financial obligations for the next twelve months, including the payment of principal and interest on our notes, as well as to provide funds for our working capital, capital expenditures and other needs. Our future operating performance will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. There can be no assurance that such sources of funds will be adequate and that we will not require additional capital from borrowings or securities offerings to satisfy such requirements. In addition, we may require additional capital to fund future acquisitions and there can be no assurance that such capital will be available.

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     The senior credit facility and the indentures governing TransWestern’s notes significantly restrict the distribution of funds by TransWestern and the other indirect subsidiaries of the Partnership. We cannot assure you that the agreements governing the indebtedness of the Partnership’s subsidiaries will permit such subsidiaries to distribute funds to the Partnership.

FORWARD LOOKING STATEMENTS

     This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the beliefs of our management as well as on assumptions made by and information currently available to us at the time such statements were made. When used in this Quarterly Report on Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect,” “intends” and similar expressions, as they relate to our company are intended to identify forward- looking statements. Actual results could differ materially from those projected in the forward-looking statements. Important factors that could affect our results include, but are not limited to, (i) our high level of indebtedness; (ii) the restrictions imposed by the terms of our indebtedness; (iii) the turnover rate amongst our account executives; (iv) the variation in our quarterly results; (v) risks related to the fact that a large portion of our sales are to small, local businesses; (vi) our dependence on certain key personnel; (vii) risks related to the acquisition and start-up of directories; (viii) risks related to substantial competition in our markets; (ix) risks related to changing technology and new product developments; (x) the effect of fluctuations in paper costs; and (xi) the sensitivity of our business to general economic conditions. Additional information with respect to these and other factors that could cause our actual results to differ from those projected are included in the “Risk Factors” section of the Company’s Registration Statement on Form S-4, Registration No. 333-70470, filed with the SEC on October 19, 2001.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to interest rate risk in connection with the term loans and the revolving loans outstanding under our senior credit facility, which bear interest at floating rates based on LIBOR or the prime rate plus an applicable borrowing margin. As of June 30, 2003 there was approximately $28.6 million outstanding under the Term A Loan (at an average interest rate of 3.6% at such time), $189.4 million under the Term B Loan (at an average interest rate of 4.3% at such time), and zero outstanding under the revolving loan. Based on such balances, an immediate increase of one percentage point in the applicable interest rate would cause an increase in interest expense of approximately $2.2 million on an annual basis. We do not attempt to mitigate this risk through hedging transactions. All of our sales are denominated in U.S. dollars, thus we are not subject to any foreign currency exchange risks.

ITEM 4. CONTROLS AND PROCEDURES

     As of the end of the period covered by this Report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 (e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective. During the second quarter of 2003, there were no changes in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company and/or its subsidiaries are parties to various litigation matters incidental to the conduct of their business. Management does not believe that the outcome of any of these matters will have a material adverse effect on the Company’s financial condition or the results of its operations.

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

	(A)		Exhibits.
	31.1		Certification of the principal executive officer required by Rule 13a-14 (a) of the Exchange Act.
	31.2		Certification of the principal financial officer required by Rule 13a-14 (a) of the Exchange Act.
	32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	(B)		Reports on Form 8-K.
			None

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on August 8, 2003 on its behalf by the undersigned thereunto duly authorized.

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