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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

     
[x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
     
[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO ___________________.

Commission File Number 333-42085

TRANSWESTERN PUBLISHING COMPANY LLC

(Exact name of registrant as specified in its charter)
     
DELAWARE
(State or other jurisdiction of
incorporation or organization)
  33-0778740
(I.R.S. Employer
Identification Number)


     
8344 CLAIREMONT MESA BOULEVARD
SAN DIEGO, CALIFORNIA
(Address of principal executive offices)
  92111
(Zip Code)

(858) 467-2800
(Registrant’s telephone number, including area code)

     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 [  ]

     Indicate by check mark whether the registrant is an accelerated filer. Yes [  ] No [X]




TABLE OF CONTENTS

CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. CHANGES IN SECURITIES
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1


Table of Contents

TRANSWESTERN PUBLISHING COMPANY LLC
FORM 10-Q INDEX

         
        PAGE
       
PART I.   FINANCIAL INFORMATION    
Item 1.   Financial Statements    
   
Consolidated Balance Sheets as of September 30, 2003 (unaudited) and December 31, 2002
  3
   
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2003 (unaudited) and 2002 (unaudited)
  4
   
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 (unaudited) and 2002 (unaudited)
  5
   
Notes to Unaudited Consolidated Financial Statements
  6
Item 2.  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  11
Item 3.  
Quantitative and Qualitative Disclosures About Market Risk
  16
Item 4.   Controls and Procedures   17
PART II.   OTHER INFORMATION    
Item 1.   Legal Proceedings   17
Item 2.   Changes in Securities   17
Item 3.  
Defaults upon Senior Securities
  17
Item 4.  
Submission of Matters to a Vote of Security Holders
  17
Item 5.   Other Information   17
Item 6.   Exhibits and Reports on Form 8-K   17
SIGNATURES       18

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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED BALANCE SHEETS
(in thousands)

                     
        SEPTEMBER 30,   DECEMBER 31,
        2003   2002
       
 
        (UNAUDITED)        
ASSETS
               
Current assets:
               
 
Cash
  $ 2,855     $ 17,408  
 
Trade receivable, (net of allowance for doubtful accounts of $10,850 at September 30, 2003 and $19,694 at December 31, 2002)
    80,608       104,257  
 
Deferred directory costs
    35,601       24,312  
 
Other current assets
    2,857       3,433  
 
   
     
 
   
Total current assets
    121,921       149,410  
Non-current assets:
               
 
Property, equipment and leasehold improvements, net
    5,077       5,444  
 
Acquired intangibles, net
    208,258       235,121  
 
Debt issuance costs, net
    9,238       10,987  
 
Deferred tax asset
    6,255       8,295  
 
   
     
 
   
Total non-current assets
    228,828       259,847  
 
   
     
 
Total assets
  $ 350,749     $ 409,257  
 
   
     
 
LIABILITIES AND MEMBER DEFICIT
               
Current liabilities:
               
 
Accounts payable
  $ 15,814     $ 17,118  
 
Salaries and benefits payable
    9,602       10,034  
 
Accrued acquisition costs
    289       2,165  
 
Accrued interest
    8,268       3,660  
 
Other accrued liabilities
    4,178       4,333  
 
Customer deposits
    53,793       32,642  
 
Current portion, long-term debt
    7,011       6,343  
 
   
     
 
   
Total current liabilities
    98,955       76,295  
Long-term debt:
               
 
Series F Senior Subordinated Notes
    215,544       215,643  
 
Senior credit facility Term A Loan
    21,803       26,057  
 
Senior credit facility Term B Loan
    156,186       195,000  
 
Other long-term liabilities
    100       200  
 
   
     
 
   
Total non-current liabilities
    393,633       436,900  
 
   
     
 
   
Total liabilities
    492,588       513,195  
 
   
     
 
Member deficit
    (141,839 )     (103,938 )
 
   
     
 
Total liabilities and member deficit
  $ 350,749     $ 409,257  
 
   
     
 

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)

                                   
      THREE MONTHS ENDED   NINE MONTHS ENDED
      SEPTEMBER 30,   SEPTEMBER 30,
     
 
      2003   2002   2003   2002
     
 
 
 
Net revenues
  $ 75,706     $ 75,036     $ 207,360     $ 238,552  
Cost of revenues
    14,102       14,211       36,058       43,132  
 
   
     
     
     
 
Gross profit
    61,604       60,825       171,302       195,420  
Operating expenses:
                               
 
Sales and marketing
    37,800       37,080       104,160       108,007  
 
General and administrative
    15,157       19,199       46,551       52,236  
 
   
     
     
     
 
Total operating expenses
    52,957       56,279       150,711       160,243  
 
   
     
     
     
 
Income from operations
    8,647       4,546       20,591       35,177  
Other income, net
    182       262       600       933  
Interest expense
    (7,966 )     (8,653 )     (24,590 )     (25,963 )
 
   
     
     
     
 
Income (loss) before taxes
    863       (3,845 )     (3,399 )     10,147  
Income tax provision
    (493 )     (239 )     (3,297 )     (1,042 )
 
   
     
     
     
 
Net income (loss)
  $ 370     $ (4,084 )     (6,696 )     9,105  
 
   
     
     
     
 
Net income (loss) per Member unit
  $ 370     $ (4,084 )     (6,696 )     9,105  
 
   
     
     
     
 
Member units outstanding
    1,000       1,000       1,000       1,000  
 
   
     
     
     
 
                               

See accompanying notes.

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

                             
        NINE MONTHS ENDED
        SEPTEMBER 30,
                2003   2002
               
 
OPERATING ACTIVITIES
                       
Net income (loss)
          $ (6,696 )   $ 9,105  
Adjustments to reconcile net income (loss) to cash provided by operating activities:
                       
 
Loss on write-off of fixed assets
                  606  
 
Depreciation and amortization
            30,119       30,563  
 
Amortization of deferred debt issuance costs
            1,748       1,790  
 
Provision for doubtful accounts
            22,934       27,536  
 
Deferred taxes
            2,040        
 
Changes in operating assets and liabilities, excluding the effects of acquisitions:
                       
   
Trade receivables
            30,425       (10,628 )
   
Write-off of doubtful accounts
            (33,256 )     (27,695 )
   
Recoveries of doubtful accounts
            3,695       1,529  
   
Deferred directory costs
            (11,289 )     (1,291 )
   
Other current assets
            576       (1,529 )
   
Accounts payable
            572       (3,194 )
   
Accrued liabilities
            (4,439 )     (4,664 )
   
Accrued interest
            4,608       4,987  
   
Customer deposits
            21,151       11,696  
   
Equity trust payable
                  (2,902 )
 
           
     
 
Cash provided by operating activities
            62,188       35,909  
INVESTING ACTIVITIES
                       
Purchase of property, equipment and leasehold improvements
            (1,131 )     (1,112 )
Acquisition of directories
            (2,005 )     (24,046 )
Deferred financing costs and other assets
                  (969 )
 
           
     
 
Cash used for investing activities
            (3,136 )     (26,127 )
FINANCING ACTIVITIES
                       
Borrowings under long-term debt agreements:
                       
 
Revolving credit facility
            42,050        
Repayments of long-term debt:
                       
 
Revolving credit facility
            (42,050 )      
 
Senior term loans
            (42,400 )     (3,800 )
Repayments of debt acquired
                  (413 )
Distributions to TransWestern Holdings
            (31,205 )      
 
           
     
 
Cash used for financing activities
            (73,605 )     (4,213 )
 
           
     
 
Net increase (decrease) in cash
            (14,553 )     5,569  
Cash at beginning of period
            17,408       26,913  
 
           
     
 
Cash at end of period
          $ 2,855     $ 32,482  
 
           
     
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
                       
Cash paid for interest
          $ 18,774     $ 19,126  
 
           
     
 
Cash paid for taxes
          $ 1,457     $ 823  
 
           
     
 

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 nine months ended September 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

                 
    SEPTEMBER 30,   DECEMBER 31,
    2003   2002
   
 
Computer and office equipment
  $ 14,960     $ 14,033  
Furniture and fixtures
    3,482       3,323  
Leasehold improvements
    843       802  
 
   
     
 
 
    19,285       18,158  
Less accumulated depreciation and amortization
    (14,208 )     (12,714 )
 
   
     
 
 
  $ 5,077     $ 5,444  
 
   
     
 

Acquired Intangibles

                   
      SEPTEMBER 30,   DECEMBER 31,
      2003   2002
     
 
Customer base
  $ 223,044     $ 222,174  
Goodwill
    165,768       164,983  
Licensing agreements
    1,224       1,224  
Non-competes
    5,896       5,696  
 
   
     
 
 
    395,932       394,077  
Less accumulated amortization
    (187,674 )     (158,956 )
 
   
     
 
 
Acquired intangibles, net
  $ 208,258     $ 235,121  
 
   
     
 

Debt issuance costs

                   
      SEPTEMBER 30,   DECEMBER 31,
      2003   2002
     
 
Debt issuance costs
  $ 17,200     $ 17,200  
Less accumulated amortization
    (7,962 )     (6,213 )
 
   
     
 
 
Debt issuance costs, net
  $ 9,238     $ 10,987  
 
   
     
 

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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 September 30, 2003 the Company had total outstanding long term indebtedness of $393.6 million, including $215.5 million of Series F 9 5/8% Senior Subordinated Notes due 2007, $21.8 million of outstanding borrowings under the Term A Loan due 2007, $156.2 million of outstanding borrowings under the Term B Loan due 2008, and $0.1 million in acquisition related debt. As of September 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):

         
Customer list
  $ 870  
Goodwill
    785  
Non-compete
    200  
Other current and non-current net assets
    150  
 
   
 
Total consideration
  $ 2,005  

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

         
Cash paid for acquisition
  $ 1,950  
Merger fees incurred
    55  
 
   
 
Total consideration
  $ 2,005  

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

                 
    Nine months ended September 30,
   
    2003   2002
   
 
    (Unaudited)
Net revenues
  $ 207,884     $ 239,341  
Net income (loss)
    (6,470 )     9,165  
Net income (loss) per member unit
    (6,470 )     9,165  

     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:

                                 
    Three months ended September 30,   Nine months ended September 30,
   
 
    2003   2002   2003   2002
   
 
 
 
    (Unaudited)   (Unaudited)
Statement of Operations:
                               
Net revenues
  $ 22,602     $ 19,638     $ 75,565     $ 93,326  
Gross profit
    18,085       15,383       63,170       76,251  
Operating income (loss)
    2,135       (2,031 )     12,856       18,263  
Net income (loss)
    (330 )     (4,922 )     3,274       9,486  
                 
    September 30,   December 31,
    2003   2002
   
 
    (Unaudited)        
Balance Sheet:
               
Current assets
  $ 41,420     $ 63,962  
Non-current assets
    180,064       190,605  
Current liabilities
    22,543       21,756  
Non-current liabilities
    166,153       206,912  

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 nine month period ended September 30, 2003 is as follows:

                                 
    January 1,                   Balance at
    2003   Acquisitions (1)   Impairments   September 30, 2003
   
 
 
 
Goodwill
  $ 164,983     $ 785           $ 165,768  
 
   
     
     
     
 

(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 December 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.

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9.   RECENT EVENTS

     In October 2003, the Company drew down $3.9 million on its Senior credit facility. During October 2003, the Company also paid $3.9 million on its Senior credit facility.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 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. (in millions)

                                         
    2003   2003   2003   2002   2002
   
 
 
 
 
    3rd Quarter   2nd Quarter   1st Quarter   4th Quarter   3rd Quarter
   
 
 
 
 
Net revenues
  $ 75.7     $ 68.6     $ 63.0     $ 96.8     $ 75.0  
EBITDA (a)
  $ 18.6     $ 18.0     $ 14.8     $ 33.4     $ 15.2  
Bookings (b)
  $ 82.0     $ 85.4     $ 67.4     $ 83.9     $ 88.2  
Advance payments
  $ 44.0     $ 35.9     $ 31.6     $ 34.2     $ 34.1  
Total cash receipts (c)
  $ 85.3     $ 79.3     $ 74.7     $ 82.3     $ 77.3  

(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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    Three months ended September 30,   Nine months ended September 30,
   
 
    2003   2002   2003   2002
   
 
 
 
    (Unaudited)   (Unaudited)
Net income (loss)
  $ 370     $ (4,084 )   $ (6,696 )   $ 9,105  
Interest expense
    7,966       8,653       24,590       25,963  
Depreciation and amortization
    9,805       10,425       30,217       30,663  
Tax provision
    493       239       3,297       1,042  
 
   
     
     
     
 
EBITDA
  $ 18,634     $ 15,233     $ 51,408     $ 66,773  

(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:

                                 
    THREE MONTHS   NINE MONTHS
    ENDED SEPTEMBER 30,   ENDED SEPTEMBER 30,
   
 
    2003   2002   2003   2002
   
 
 
 
Net revenues
    100.0 %     100.0 %     100.0 %     100.0 %
Cost of revenues
    18.6       18.9       17.4       18.1  
 
   
     
     
     
 
Gross profit
    81.4       81.1       82.6       81.9  
Sales and marketing
    50.0       49.4       50.3       45.3  
General and administrative
    20.0       25.6       22.4       21.9  
 
   
     
     
     
 
Income from operations
    11.4 %     6.1 %     9.9 %     14.7 %
 
   
     
     
     
 
EBITDA Margin (a), (b)
    24.6 %     20.3 %     24.8 %     28.0 %
 
   
     
     
     
 

(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 SEPTEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2002

     Net revenues increased $0.7 million, or 0.9%, from $75.0 million in the three months ended September 30, 2002 to $75.7 million in the same period in 2003. The Company published 80 directories in the three months ended September 30, 2003 compared to 73 in the same period in 2002. The increase in net revenues was due to $41.3 million of net revenues associated with 39 directories for which the publication date moved into the period and $4.2 million from eight new directories; offset by $44.6 million of net revenues associated with 40 directories published in the three months ended September 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 primarily due to understaffing of sales representatives) and a decrease in the same 33 directories published during both periods of $0.2 million.

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     The decrease in the same 33 directories published during both periods of $0.2 million or 0.7% was primarily due to a decrease of $2.7 million in revenues associated with an acquired book (San Antonio, TX). The decrease was a result of a large number of customers who had past due balances that were not allowed to renew under our credit policy. Excluding this book, same book revenue growth for the other 32 directories published in both periods was 6.7% 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.

     Cost of revenues decreased $0.1 million, or 0.8%, from $14.2 million in the three months ended September 30, 2002 to $14.1 million in the same period in 2003. The decrease was the result of $0.3 million of lower costs associated with the 33 same directories and $7.3 million of costs associated with 40 directories published during the three months ended September 30, 2002, but not in the same period in 2003; offset by $1.1 million of costs associated with eight new directories published in the three months ended September 30, 2003 and $6.4 million in costs associated with 39 directories published in the three months ended September 30, 2003, but not in the same period in 2002.

     As a result of the above, gross profit increased $0.8 million, or 1.3%, from $60.8 million in the three months ended September 30, 2002 to $61.6 million in the same period in 2003. Gross margin increased from 81.1% in the three months ended September 30, 2002 to 81.4% in the same period in 2003 as a result of lower direct costs on the same 33 directories.

     Selling and marketing expenses increased $0.7 million, or 1.9%, from $37.1 million in the three months ended September 30, 2002 to $37.8 million in the same period in 2003. The increase was attributable to increases of $3.1 million in sales support costs in the three months ended September 30, 2003; offset by decreases of $0.4 million in direct sales costs, $1.1 million in provision for bad debt and an increase of $0.9 million in recovered revenue.

     Of the increase in sales support costs of $3.1 million, $1.1 million was due to employment recruiting costs and training costs and $2.0 million was due to a general increase in costs associated with personnel and other costs associated with our field sales offices. The decrease in direct sales costs of $0.4 million was as follows: $11.7 million of costs associated with 40 directories that published in the three months ended September 30, 2002 but not in the same period in 2003 and $0.4 million of lower direct sales costs associated with the 33 same directories; offset by $1.2 million of costs for the eight new directories, and $10.5 million for 39 directories moving into the period. Direct sales costs as a percentage of revenue for the same 33 directories published during both periods decreased from 24.0% to 22.9% in the three months ended September 30, 2003 compared to the same period in 2002.

     General and administrative expenses decreased $4.0 million, or 21.1%, from $19.2 million for the three months ended September 30, 2002 to $15.2 million for the same period in 2003. The decrease is due to eliminating the bonus accrual of $1.4 million, a decrease in amortization expense related to acquired customer base and other intangibles of $0.6 million, and $2.5 million of costs associated with professional fees in connection with unsuccessful acquisition bids for the three months ended September 30, 2002; offset by a $0.5 million increase in general costs associated with personnel.

     As a result of the above factors, income from operations increased $4.1 million, or 90.2%, from $4.5 million in the three months ended September 30, 2002 to $8.6 million in the same period in 2003. Income from operations as a percentage of net revenues increased from 6.1% in the three months ended September 30, 2002 to 11.4% in the same period in 2003.

     Interest expense decreased $0.7 million, or 7.9%, from $8.7 million in the three months ended September 30, 2002 to $8.0 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.

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     The provision for income taxes increased $0.3 million, or 106.3%, from $0.2 million in the three months ended September 30, 2002 to $0.5 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 September 30, 2002 versus no utilization of net operating losses for the same period in 2003.

     As a result of the above factors, net income increased $4.5 million, from a loss of $4.1 million in the three months ended September 30, 2002 to income of $0.4 million in the same period in 2003.

NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2002

     Net revenues decreased $31.2 million, or 13.1%, from $238.6 million in the nine months ended September 30, 2002 to $207.4 million in the same period in 2003. The Company published 202 directories in the nine months ended September 30, 2003 compared to 212 in the same period in 2002. The decrease in net revenues was due to $52.6 million of net revenues associated with 46 directories published in the nine months ended September 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 primarily due to understaffing of sales representatives) and a decrease in the same 166 directories published during both periods of $1.7 million; offset by $11.1 million from 19 new directories and $12.0 million from 17 directories for which the publication date moved into the period.

     The decrease in the same 166 directories published during both periods of $1.7 million or 0.9% was primarily due to a decrease of $6.1 million in revenues associated with two acquired books (Austin, TX, and San Antonio, TX). The decrease was a result of a large number of customers who had past due balances that were not allowed to renew under our credit policy. Excluding these two books, same book revenue growth for the other 164 directories published in both periods was 1.7% 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.

     Cost of revenues decreased $7.0 million, or 16.4%, from $43.1 million in the nine months ended September 30, 2002 to $36.1 million in the same period in 2003. The decrease was the result of $2.2 million of lower costs associated with the 166 same directories and $9.0 million of costs associated with 46 directories published during the nine months ended September 30, 2002, but not in the same period in 2003; offset by $2.8 million of costs associated with 19 new directories published in the nine months ended September 30, 2003 and $1.5 million in costs associated with 17 directories published in the nine months ended September 30, 2003, but not in the same period in 2002. Production support costs decreased $0.1 million in the nine months ended September 30, 2002.

     As a result of the above, gross profit decreased $24.1 million, or 12.3%, from $195.4 million in the nine months ended September 30, 2002 to $171.3 million in the same period in 2003. Gross margin increased from 81.9% in the nine months ended September 30, 2002 to 82.6% in the same period in 2003 as a result of lower direct costs on the same 166 directories.

     Selling and marketing expenses decreased $3.8 million, or 3.6%, from $108.0 million in the nine months ended September 30, 2002 to $104.2 million in the same period in 2003. The decrease was attributable to decreases of $6.5 million in direct sales costs, $4.6 million in provision for bad debt and an increase of $2.2 million in recovered revenue; offset by increases of $9.5 million in sales support costs in the nine months ended September 30, 2003.

     Of the increase in sales support costs of $9.5 million, $3.4 million was due to employment recruiting costs and training costs, $5.1 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 $6.5 million was as follows: $13.4 million of costs associated with 46 directories that published in the nine months ended September 30, 2002 but not in the same period in 2003; offset by $3.1 million of costs for the 19 new directories, $3.1 million for 17 directories moving into the period, and $0.7 million of higher costs associated with the 166 same directories. Direct sales costs as a percentage of revenue for the same

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166 directories published during both periods increased from 22.1% to 22.6% in the nine months ended September 30, 2003 compared to the same period in 2002.

     General and administrative expense decreased $5.7 million, or 10.9%, from $52.2 million for the nine months ended September 30, 2002 to $46.5 million for the same period in 2003. The decrease is due to eliminating the bonus accrual of $3.9 million, a decrease in amortization expense related to acquired customer base and other intangibles of $0.4 million, and $2.5 million of costs associated with professional fees in connection with unsuccessful acquisition bids for the nine months ended September 30, 2002; offset by a $1.1 million increase in general costs associated with personnel.

     As a result of the above factors, income from operations decreased $14.6 million, or 41.5%, from $35.2 million in the nine months ended September 30, 2002 to $20.6 million in the same period in 2003. Income from operations as a percentage of net revenues decreased from 14.7% in the nine months ended September 30, 2002 to 9.9% in the same period in 2003.

     Interest expense decreased $1.4 million, or 5.3%, from $26.0 million in the nine months ended September 30, 2002 to $24.6 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 $2.3 million, or 216.4%, from $1.0 million in the nine months ended September 30, 2002 to $3.3 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 nine months ended September 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 $15.8 million, from income of $9.1 million in the nine months ended September 30, 2002 to a loss of $6.7 million in the same period in 2003.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities was $62.2 million in the nine months ended September 30, 2003 compared to $35.9 million provided in the same period in 2002. The increase in cash provided by operations was primarily due to increased advance payments of $16.0 million and the change in receivables resulting from moving the publication of directories out of the quarter.

     Net cash used for investing activities was $3.1 million in the nine months ended September 30, 2003, as compared to $26.1 million in the same period in 2002. Investing activities consist primarily of cash used to acquire directories. In the nine months ended September 30, 2003, $2.0 million was spent to acquire directories compared to $24.0 million in the same period in 2002.

     Net cash used for financing activities was $73.6 million in the nine months ended September 30, 2003 as compared to $4.2 million in the same period in 2002. The amounts of cash used for financing activities for the nine months ended September 30, 2003 were primarily for optional pre payments on the Company’s Term B Loan and 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 the 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 September 30, 2003 the Company had total outstanding long term indebtedness of $393.6 million, including $215.5 million of Series F 9 5/8% Senior Subordinated Notes due 2007, $21.8 million of outstanding borrowings under the Term A Loan due 2007, $156.2 million of outstanding borrowings under the Term B Loan due 2008, and $0.1 million in acquisition related debt. As of September 30, 2003 the Company had no outstanding borrowings under its revolving credit facility, with total borrowing availability of $65.0 million.

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     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.

     The senior credit facility and the indentures governing the Company’s notes significantly restrict the distribution of funds by the Company 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) our ability to attract and retain 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 September 30, 2003 there was approximately $27.2 million outstanding under the Term A Loan (at an average interest rate of 3.6% at such time), $157.8 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 $1.9 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.

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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 third 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.

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.
         
        On August 12, 2003, the Company furnished a Current Report on Form 8-K announcing financial results for the second quarter of 2003.

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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 November 12, 2003 on its behalf by the undersigned thereunto duly authorized.

             
    TRANSWESTERN PUBLISHING COMPANY LLC
          (Registrant)
             
    BY:   TransWestern Communications Company, Inc.
          (Manager)
             
    BY:       /s/ Ricardo Puente
     
        Name:   Ricardo Puente
        Title:   President, Chief Executive Officer
            and Director (Principal Executive
            Officer)
             
    BY:       /s/ Joan Fiorito
     
        Name:   Joan Fiorito
        Title:   Vice President, Chief Financial
            Officer and Assistant Secretary
            (Principal Financial and Accounting
            Officer)

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