1
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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 JUNE 30, 2001.
[ ] 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 33-0778740
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
----------------
8344 CLAIREMONT MESA BOULEVARD
SAN DIEGO, CALIFORNIA 92111
(Address of principal executive offices) (Zip Code)
(858) 467-2800
(Registrant's telephone number, including area code)
Indicate by check mark whether each 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 [ ]
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TRANSWESTERN PUBLISHING COMPANY LLC
FORM 10-Q INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2001 (unaudited) and
December 31, 2000 3
Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2001 (unaudited) and 2000 (unaudited) 4
Consolidated Statements of Cash Flows for the Six Months Ended June
30, 2001 (unaudited) and 2000 (unaudited) 5
Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Changes in Securities and Use of Proceeds 19
Item 3. Defaults upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 20
Item 6. Exhibits and Reports on Form 8-K 21
SIGNATURES 22
2
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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED BALANCE SHEETS
(in thousands)
JUNE 30, DECEMBER 31,
2001 2000
--------- ------------
(UNAUDITED)
ASSETS
Current assets:
Cash $ 16,354 $ 1,961
Trade receivables, (less allowance for doubtful accounts of $12,775
at June 30, 2001 and $10,419 at December 31, 2000) 98,815 48,988
Deferred directory costs 20,899 11,848
Other current assets 16,612 1,334
--------- ---------
Total current assets 152,680 64,131
Non-current assets:
Property, equipment and leasehold improvements, net 7,199 4,238
Acquired intangibles, net 287,424 90,033
Other assets, primarily debt issuance costs, net 14,465 7,736
--------- ---------
Total non-current assets 309,088 102,007
--------- ---------
Total assets $ 461,768 $ 166,138
========= =========
LIABILITIES AND MEMBER DEFICIT
Current liabilities:
Accounts payable $ 20,141 $ 9,893
Salaries and benefits payable 11,676 5,378
Accrued acquisition costs 16,219 2,095
Accrued interest 2,866 2,715
Other accrued liabilities 5,842 810
Customer deposits 26,776 17,449
Current portion, long-term debt 4,625 2,041
Equity trust distribution payable 5,189 --
--------- ---------
Total current liabilities 93,334 40,381
Long-term debt:
Series D 9 5/8% Senior Subordinated Notes 141,281 141,381
Series E 9 5/8% Senior Subordinated Notes 74,562 --
Senior credit facility Term A Loan 32,375 62,678
Senior credit facility Term B Loan 198,000 39,700
Revolving loan -- 22,500
Other long-term debt and liabilities 800 1,595
--------- ---------
Total non-current liabilities 447,018 267,854
--------- ---------
Total liabilities 540,352 308,235
--------- ---------
Member deficit (78,584) (142,097)
--------- ---------
Total liabilities and member deficit $ 461,768 $ 166,138
========= =========
See accompanying notes.
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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- -------------------------
2001 2000 2001 2000
-------- -------- -------- --------
Net revenues $ 54,453 $ 38,558 $ 95,131 $ 73,494
Cost of revenues 11,072 7,050 19,399 14,055
-------- -------- -------- --------
Gross profit 43,381 31,508 75,732 59,439
Operating expenses:
Sales and marketing 24,853 15,854 45,007 31,562
General and administrative 13,846 10,309 25,639 20,616
Recapitalization transaction costs 15,371 -- 15,371 --
Contribution to equity compensation plan 5,189 -- 5,189 --
-------- -------- -------- --------
Total operating expenses 59,259 26,163 91,206 52,178
-------- -------- -------- --------
Income (loss) from operations (15,878) 5,345 (15,474) 7,261
Other income (loss), net (150) 153 635 165
Interest expense (6,805) (6,232) (13,182) (12,432)
-------- -------- -------- --------
Net loss before extraordinary items $(22,833) $ (734) $(28,021) $ (5,006)
Extraordinary loss (3,515) -- (3,515) --
-------- -------- -------- --------
Net loss $(26,348) $ (734) $(31,536) $ (5,006)
======== ======== ======== ========
Net loss per member unit $(26,348) $ (734) $(31,536) $ (5,006)
======== ======== ======== ========
See accompanying notes.
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TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
SIX MONTHS ENDED
JUNE 30,
---------------------------
2001 2000
--------- ---------
OPERATING ACTIVITIES
Net loss $ (31,536) $ (5,006)
Adjustments to reconcile net loss to cash provided (used) by
operating activities:
Loss on early extinguishment of debt 3,515 --
Depreciation and amortization 15,349 12,851
Amortization of deferred debt issuance costs 637 649
Provision for doubtful accounts 10,811 7,125
Changes in operating assets and liabilities, excluding the effects of
acquisitions:
Trade receivables (4,806) 1,756
Write-off of doubtful accounts (8,455) (9,030)
Recoveries of doubtful accounts 690 595
Deferred directory costs (2,747) (2,159)
Other current assets (12,475) (899)
Accounts payable (3,734) (4,604)
Accrued liabilities and other current liabilities (5,032) (477)
Accrued interest 151 789
Customer deposits 7,375 4,465
Equity trust payable 5,189 --
--------- ---------
Cash provided (used) by operating activities (25,068) 6,055
INVESTING ACTIVITIES
Purchase of property, equipment and leasehold improvements (722) (687)
Cash paid for acquisition of WorldPages.com, net of cash acquired (140,299) --
Acquisition of other directories (14,748) (13,837)
Deferred financing costs and other assets (7,440) --
--------- ---------
Cash used for investing activities (163,209) (14,524)
FINANCING ACTIVITIES
Borrowings under long-term debt agreements:
Revolving credit facility 61,700 25,900
Senior term loans 235,000 --
9 5/8% Senior Subordinated Notes 74,553 --
Repayments of long-term debt:
Revolving credit facility (84,200) (13,500)
Senior term loans and note payable (106,020) (872)
Repayment of debt assumed in acquisition of WorldPages.com (73,414) --
Contributions from member 125,055 --
Redemption of member unit (30,004) --
--------- ---------
Cash provided by financing activities 202,670 11,528
--------- ---------
Net increase in cash 14,393 3,059
Cash at beginning of period 1,961 1,167
--------- ---------
Cash at end of period $ 16,354 $ 4,226
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 12,325 $ 11,005
========= =========
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. and
WorldPages.com, Inc. 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, 2000. The 10-K is available on the Internet at
http://www.sec.gov.
In June 2001, the Partnership completed a recapitalization in which it
received equity and debt proceeds totaling $435,055 (the "Recapitalization"). In
the Recapitalization, New Investors including Thomas H. Lee Equity Fund V, L.P.
and its affiliates along with other investors, existing limited partners of the
Partnership and the Partnership's senior managers invested new and continuing
capital of $125,055 in the Partnership. The proceeds of the equity investment
together with approximately $310,000 of Senior Credit Facility and senior
subordinated debt financing were used (i) for $30,004 of consideration paid to
redeem a portion of the limited partnership interests from certain existing
limited partners, (ii) to acquire all of the outstanding stock and stock options
of WorldPages.com, Inc. for $141,417, (iii) to repay $137,502 of outstanding
debt and accrued interest under the Company's credit facilities, (iv) to repay
$74,201 of existing WorldPages.com, Inc. debt and accrued interest after the
consummation of the acquisition, (v) to pay $28,731 of costs, fees, and expenses
associated with the Recapitalization and acquisition of WorldPages.com, Inc.,
(vi) to pay $3,250 to senior management for bonuses and deal fees associated
with the Recapitalization of the Company, (vii) to pay $5,189 to the Equity
Trust for payment to senior and middle management associated with the
Recapitalization, (viii) to pay $2,696 in fees and the discount associated with
the issuance of $75,000 of Series E Senior Subordinated Notes and (ix) $12,065
for general corporate purposes, including working capital.
The Recapitalization was financed with (i) the $125,055 equity
investment, (ii) borrowings of $235,000 under a $300,000 (maximum) variable
interest rate Senior Credit Facility and (iii) the issuance of $75,000 of Senior
Subordinated Notes. The assets and liabilities of the Company are stated at
historical cost and were not revalued to fair market value at the date of the
Recapitalization. As a result of the Recapitalization, Thomas H. Lee Equity Fund
V, L.P. and its affiliates collectively own approximately 68% of the equity of
the Partnership.
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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
2. NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board (FASB) issued
FASB Statement Nos 141 and 142 (FAS 141 and FAS 142), "Business Combinations"
and "Goodwill and Other Intangible Assets". FAS 141 replaces APB 16 and
eliminates pooling-of-interests accounting prospectively. It also provides
guidance on purchase accounting related to the recognition of intangible assets
and accounting for negative goodwill. FAS 142 changes the accounting for
goodwill from an amortization method to an impairment-only approach. Under FAS
142, goodwill will be tested annually or whenever events or circumstances occur
indicating that goodwill might be impaired. FAS 141 and FAS 142 are effective
for all business combinations completed after June 30, 2001. Upon adoption of
FAS 142, amortization of goodwill recorded for business combinations consummated
prior to July 1, 2001 will cease, and intangible assets acquired prior to July
1, 2001 that do not meet the criteria for recognition under FAS 141 will be
reclassified to goodwill. Companies are required to adopt FAS 142 for fiscal
years beginning after December 15, 2001, but early adoption is permitted under
certain circumstances. In connection with the adoption of FAS 142, the Company
will be required to perform a transitional goodwill impairment assessment. The
Company has not yet determined the impact these standards will have on its
results of operations and financial position.
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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
3. FINANCIAL STATEMENT DETAILS
Property, Equipment and Leasehold Improvements
JUNE 30, DECEMBER 31,
2001 2000
-------- ------------
Land and building ................................. $ 611 $ 183
Computer and office equipment ..................... 9,972 7,310
Furniture and fixtures ............................ 2,344 1,881
Leasehold improvements ............................ 510 458
-------- --------
13,437 9,832
Less accumulated depreciation and amortization .... (6,238) (5,594)
-------- --------
Net property, equipment, and leasehold .......... $ 7,199 $ 4,238
======== ========
Acquired Intangibles
JUNE 30, DECEMBER 31,
2001 2000
--------- ------------
Goodwill ................................... $ 158,088 $ --
Customer base and assembled work force ..... 211,959 158,021
Other ...................................... 3,145 2,984
--------- ---------
373,192 161,005
Less accumulated amortization .............. (85,768) (70,972)
--------- ---------
Acquired intangibles, net ................ $ 287,424 $ 90,033
========= =========
Other Assets
JUNE 30, DECEMBER 31,
2001 2000
-------- ------------
Debt issuance costs .......................... $ 17,027 $ 11,642
Less accumulated amortization ................ (2,562) (4,156)
-------- --------
Debt issuance costs, net ................... $ 14,465 $ 7,486
Investment in Eversave, carried at cost ...... -- 250
-------- --------
Other assets, net ............................ $ 14,465 $ 7,736
======== ========
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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
4. LONG TERM DEBT
In connection with the recapitalization of the Company in June 2001, the
Company entered into a new $300.0 million credit facility and drew $35.0 million
under the Term A Loan and $200 million under the Term B Loan. In addition, in
May 2001, the Company issued $75 million of Series E 9 5/8% Senior Subordinated
Notes due 2007, (excluding unamortized discount of $0.4 million). Also in
connection with the Recapitalization and acquisition of WorldPages.com Inc., the
Company re-paid $137.5 million outstanding under its prior credit facility and
$74.2 million of debt it assumed as part of the WorldPages.com Inc. acquisition.
As of June 30, 2001 the Company had total outstanding long term
indebtedness of $447.0 million, including $140 million of Series D Senior
Subordinated Notes due 2007 and $75.0 million of Series E 9 5/8% Senior
Subordinated Notes due 2007, (excluding net unamortized premium and discount of
$0.8 million), $32.4 million of outstanding borrowings under the senior credit
facility Tranche A Term Loan, $198.0 million outstanding under the senior credit
facility Tranche B Term Loan, and $0.8 million in acquisition related debt, all
of which ranks senior to the Series D and E notes. As of June 30, 2001 the
Company had no outstanding borrowings under its revolving credit facility, with
total borrowing availability of $65.0 million.
The following is a summary of the Company's principal maturities at
June 30,
2002 $ 20,844
2003 6,000
2004 7,250
2005 8,125
2006 9,000
Thereafter 415,500
-------
$466,719
========
5. DIRECTORY ACQUISITIONS
In the six months ended June 30, 2001 the Company completed a number of
purchase acquisitions. The accompanying consolidated financial statements
include the results of operations from the date of acquisition. The acquisitions
are as follows:
BRI Publishing, Inc. On January 22, 2001, the Company purchased certain
tangible and intangible assets of BRI Publishing, Inc. for a total of $0.7
million. The Company acquired one directory in the Lafayette, Louisiana area.
Pacific West Yellow Pages. On February 9, 2001, the Company purchased
certain tangible and intangible assets of Pacific West Yellow Pages for a total
of $1.2 million. The Company acquired three directories in the Sacramento,
California area.
Silver Pages, Inc. On March 2, 2001, the Company purchased certain
tangible and intangible assets of Silver Pages, Inc. for a total of $2.6
million. The Company acquired one directory in Northern California and one
directory in Nevada.
Rutter Directories, LLC. On March 30, 2001, the Company purchased
certain tangible and intangible assets of Rutter Directories, LLC for a total of
$2.1 million. The Company acquired five directories in Indiana.
Alliance Media Group, Inc. On April 9, 2001, the Company purchased
certain tangible and intangible assets of Alliance Media Group for a total of
$6.0 million in cash. The Company acquired two directories in Kentucky and six
directories in Texas.
WorldPages.com, Inc. On June 28, 2001, the Company purchased the
outstanding stock and assumed the debt of WorldPages.com for approximately
$216.0 million. WorldPages.com is a provider of 42 directories in various
markets throughout the United States.
These acquisitions have been accounted for under the purchase method of
accounting and accordingly the purchase prices have been allocated to the
tangible and intangible assets acquired based on their respective fair values at
the date of acquisition. The allocation of the purchase price of
WorldPages.com, Inc. is based on a preliminary allocation and is allocated as
follows:
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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
Other
World Pages Acquisitions Total
----------- ------------ ---------
Net tangible liabilities assumed $ (45,180) $ (1,293) $ (46,473)
Customer list 36,800 13,137 49,937
Goodwill 158,088 -- 158,088
Noncompete 700 161 861
Assembled workforce 1,600 -- 1,600
--------- --------- ---------
Total consideration $ 152,008 $ 12,005 $ 164,013
========= ========= =========
Total consideration issued in the purchase acquisitions is as follows:
Other
World Pages Acquisitions Total
----------- ------------ --------
Cash paid for acquisition $141,417 $ 11,800 $153,217
Merger fees incurred 10,591 205 10,796
-------- -------- --------
$152,008 $ 12,005 $164,013
======== ======== ========
Assuming that the above acquisitions had occurred on the first day of
the Company's six month periods ended June 30, 2001 and June 30, 2000, the
unaudited pro forma results of operations would be as follows:
Six months ended June 30,
---------------------------
2001 2000
--------- ---------
(Unaudited)
Net revenues ......... $ 174,471 $ 143,768
Net loss ............. (50,974) (26,432)
The above pro forma results give effect to pro forma adjustments for the
amortization of acquired intangibles and interest expense on borrowings that
would have been required to fund the acquisitions.
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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
6. GUARANTEE
The following wholly-owned subsidiaries of the Company, fully and
unconditionally guaranteed the Company's outstanding 9 5/8% Series D and Series
E Senior Subordinated Notes due 2007 on an unsecured senior subordinated basis:
Target Directories of Michigan, Inc. ("Target"), TWP Companies, Inc., and
WorldPages.com Inc.("WPZ"), together with the following wholly owned
subsidiaries of WPZ: Great Western Directories, Inc., YPtel Corporation, YPTel,
Inc., Pacific Coast Publishing, Ltd., 1 + USA V Acquisition Corp,
ChoiceContent.com, Inc., Choicecontent.com, LLC, ACG Holdings Company, and ACG
Exchange Company. Following is summarized financial information concerning the
guarantors as of June 30, 2001 and 2000, respectively, and for the six months
ended June 30, 2001 and 2000, respectively. Since WPZ was acquired on June 28,
2001, only summarized balance sheet data as of June 30, 2001 is presented.
Target:
SIX MONTHS ENDED JUNE 30,
---------------------------
2001 2000
------- -------
Statement of Operations Data:
Net revenues $ 1,104 $ 975
Gross profit 995 668
Operating (loss) (433) (550)
Net loss (668) (639)
JUNE 30, JUNE 30,
2001 2000
-------- --------
Balance Sheet:
Current assets $ 1,490 $ 1,342
Non-current assets 2,548 3,821
Current liabilities 764 1,286
Non-current liabilities -- --
WPZ and its subsidiaries:
JUNE 30,
2001
--------
Balance Sheet:
Current assets $ 56,282
Non-current assets(1) 203,569
Current liabilities 23,721
Non-current liabilities(2) 212,800
- ---------------
(1) Includes $203,569 of intangibles related to its acquisition by the
Company.
(2) Includes $212,800 of long term debt related to its acquisition by
the Company.
7. EQUITY COMPENSATION PLAN
Prior to formation of the Company, the Partnership established the
TransWestern Publishing Company, L.P. Equity Compensation Plan (the "Plan"). The
Plan provides select key full-time employees with deferred compensation benefits
for income tax purposes. Special distributions to the Plan are recorded as
expense in the accompanying statements of operations when declared by the Board
of Directors, generally following a significant refinancing transaction. In June
2001, the Board of Directors approved a distribution of $5,189.
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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
Employees receiving units in the Plan are eligible to receive a ratable
per unit share of cash distributions from the Plan, if and when declared by the
Plan Administrators. Generally, the Plan Administrators intend to distribute to
employee unit holders all assets contributed to the Plan within one year of the
date of contribution. As of June 30, 2001, undistributed equity trust proceeds
total $5,189.
8. RESTRUCTURING AND OTHER CHARGES
In connection with the WorldPages.com, Inc. acquisition, the Company
approved a plan to restructure the operations of WorldPages.com, Inc. and its
subsidiaries. Restructuring costs are composed of committed costs required to
integrate the administrative, production and sales functions into the Company's
operations to achieve beneficial synergies and cost savings. WorldPages.com,
Inc. will recognize termination costs in accordance with EITF 95-3, Recognition
of Liabilities in Connection with a Business Combination. The following table
displays the liabilities related to the restructuring and other charges recorded
in the net liabilities assumed in the acquisition of WorldPages.com, Inc. as of
June 30, 2001:
Type of cost:
Employee separation $4,100
Office lease settlements 986
Redundant assets 800
------
$5,886
======
The maturities of restructuring and other charges at June 30, 2000 are as
follows:
2001 $4,736
2002 $1,150
Management believes that the remaining reserves for restructuring are adequate
to complete its plan.
9. LEGAL PROCEEDINGS
The Company and 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.
12
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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (UNAUDITED)
Overview
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 caused 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 and
EBITDA recognized based on actual distribution dates of individual directories,
quarterly recognition of bookings, advance payments and total cash receipts
generally occurs at a steadier pace throughout the year than net revenues and
EBITDA. This is primarily the result of the fact that revenues and the
associated EBITDA related to a directory are only recognized when a directory is
distributed. Our bookings and cash collection activities generally occur at a
steady pace throughout the year and reflect the growth of our portfolio of
directories and business as we add additional account executives from acquired
companies. The table below demonstrates that quarterly bookings, collection of
advance payments and total cash receipts tend to grow at a steady rate as
compared to net revenues and EBITDA.
---------------------------------------------------------------------------------
2000 2000 2000 2001 2001 % Change
----------- ----------- ----------- ----------- ----------- --------
2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 2Q-00 to
2Q-01
----------- ----------- ----------- ----------- ----------- --------
Net revenues .................... $38.6 $43.1 $60.7 $40.7 $54.5 41.2%
EBITDA(a) ....................... $12.0 $12.8 $23.7 $ 8.9 $14.3 19.2%
Bookings(b) ..................... $43.7 $44.1 $44.3 $49.7 $47.4 8.5%
Advance payments ................ $19.7 $21.4 $20.2 $19.8 $25.5 29.4%
Total cash receipts(c) .......... $38.7 $39.8 $41.7 $41.2 $48.8 26.1%
- --------------
(a) "EBITDA" is defined as income (loss) before extraordinary item,
discretionary contributions to the Company's Equity Compensation Plan
(such contributions represent special distributions to the Company's
Equity Compensation Plan in connection with refinancing transactions),
non-recurring management bonuses and fees in connection with the June
2001 Recapitalization, plus interest expense, and depreciation and
amortization and is consistent with the definition of EBITDA in the
indentures 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
13
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TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
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.
(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 revenue for the periods indicated:
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------- ---------------------
2001 2000 2001 2000
----- ----- ----- -----
Net revenues ............................ 100.0% 100.0% 100.0% 100.0%
Cost of revenues ........................ 20.3 18.3 20.4 19.1
----- ----- ----- -----
Gross profit ............................ 79.7 81.7 79.6 80.9
Sales and marketing ..................... 45.6 41.1 47.3 42.9
General and administrative .............. 25.4 26.7 27.0 28.1
Recap. transaction costs ................ 28.2 0.0 16.2 0.0
Contribution to Equity Plan ............. 9.6 0.0 5.4 0.0
----- ----- ----- -----
Income (loss) from operations ........... (29.1)% 13.9% (16.3)% 9.9%
===== ===== ===== =====
EBITDA Margin(a)(b) ..................... 26.2% 31.2% 24.3% 27.9%
===== ===== ===== =====
- ------------------------
(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, 2001 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2000
Net revenues increased $15.9 million, or 41.2%, from $38.6 million in
the three months ended June 30, 2000 to $54.5 million in the same period in
2001. We published 67 directories in the three months ended June 30, 2001
compared to 50 in the same period in 2000. The net revenue growth was due to
$11.8 million from 17 new directories, $3.5 million from seven directories for
which the publication date moved into the period and growth in the same 43
directories published during both periods of $3.4 million; offset by $2.8
million of net revenues associated with seven directories published in the three
months ended June 30, 2000 but not in the same period in 2001.
14
15
TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
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 additional ad sizes and additional
headings, our same book revenue growth for the 43 directories published in both
periods was 9.4%.
Cost of revenues increased $4.0 million, or 57.0%, from $7.1 million in
the three months ended June 30, 2000 to $11.1 million in the same period in
2001. The increase was the result of $3.4 million of costs associated with 17
new directories published in the three months ended June 30, 2001, and $0.7
million in costs associated with seven directories published in the three months
ended June 30, 2001, but not in the same period in 2000; offset by $0.6 million
of costs associated with seven directories published during the three months
ended June 30, 2000, but not in the same period in 2001. Costs for the same 43
directories published in both periods increased $0.3 million for the 2001 period
compared to the prior year. Production support costs increased $0.2 million in
the three months ended June 30, 2001 due to the directories acquired since the
second quarter of 2000.
As a result of the above, gross profit increased $11.9 million, or
37.7%, from $31.5 million in the three months ended June 30, 2000 to $43.4
million in the same period in 2001. Gross margin decreased from 81.7% in the
three months ended June 30, 2000 to 79.7% in the same period in 2001 as a result
of higher direct costs on newly acquired directories and lower margin
directories moving into the 2001 period.
Sales and marketing expenses increased $9.0 million, or 56.8%, from
$15.9 million in the three months ended June 30, 2000 to $24.9 million in the
same period in 2001. The increase was attributable to increases of $1.3 million
in sales support costs, $4.9 million in direct sales costs and $2.8 million in
the provision for bad debt (which was consistent with the increase in net
revenues).
The increase in sales support costs of $1.3 million was due to $0.7
million in higher sales costs incurred by offices acquired and established for
new directories since the second quarter of 2000 and $0.6 million due to
increased costs of running existing sales offices. The increase in direct sales
costs of $4.9 million was as follows: $3.1 million of additional costs related
to 17 new directories, $1.1 million related to seven directories moving into the
period, and $1.5 million of higher costs associated with the 43 same directories
published in both periods, offset by $0.8 million of costs associated with seven
directories that were published in the three months ended June 30, 2000 but not
in the same period in 2000. Direct sales costs as a percentage of revenue for
the same 43 directories published during both periods increased from 19.3% to
21.5% for the three months ended June 30, 2001 compared to the same period in
2000.
General and administrative expenses increased $3.5 million, or 34.3%,
from $10.3 million for the three months ended June 30, 2000 to $13.8 million for
the same period in 2001. The increase was due to: amortization of acquired
customer base and other intangibles of $1.2 million, $1.6 million for bonuses
associated with the Recapitalization of the Company and other
increases in costs totaling $0.7 million.
Recapitalization transaction costs of $15.4 million were incurred in the
three months ended June 30, 2001 as compared to zero for the three months ended
June 30, 2000 as a result of the Recapitalization of the Partnership on June 28,
2001.
Contribution to Equity Compensation Plan of $5.2 million were incurred
in the three months ended June 30, 2001 as compared to zero for the three months
ended June 30, 2000 as a result of a contribution to the Equity Compensation
Plan of $5.2 million made on June 28, 2001 in connection with the
Recapitalization.
15
16
TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
As a result of the above factors, income from operations decreased $21.2
million, from $5.3 million in the three months ended June 30, 2000 to
a loss from operations of $(15.9) million in the same period in 2001. Income
from operations as a percentage of net revenues decreased from 13.9% in the
three months ended June 30, 2000 to (29.2)% in the same period in 2001.
Interest expense increased $0.6 million, or 9.2%, from $6.2 million in the
three months ended June 30, 2000 to $6.8 million in the same period in 2001 due
to higher levels of debt partially offset by a decrease in the rates of interest
paid as a result of decreases in Prime and LIBOR rates.
Extraordinary loss in the three months ended June 30, 2001 was $3.5 million
compared to zero in the same period in 2000. Extraordinary losses were the costs
associated with the write-off of debt financing costs upon entering into a new
$300.0 million senior credit facility that was used in part to pay-off $137.5
million outstanding under the prior credit facility of the Company and $74.2
million to pay-off the assumed WorldPages.com Inc. debt and accrued interest
after consummation of the acquisition of WorldPages.com Inc.
As a result of the above factors, net loss increased $25.6 million from a
net loss of $(0.7) million in the three months ended June 30, 2000 to a net loss
of $(26.3) million in the same period in 2001.
SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX MONTHS ENDED
JUNE 30, 2000
Net revenues increased $21.6 million, or 29.4%, from $73.5 million in the
six months ended June 30, 2000 to $95.1 million in the same period in 2001. We
published 122 directories in the six months ended June 30, 2001 compared to 101
in the same period in 2000. The net revenue growth was due to $14.9 million from
23 new directories, $2.7 million from five directories for which the publication
date moved into the period and growth in the same 94 directories published
during both periods of $6.7 million; offset by $2.7 million of net revenues
associated with seven directories published in the six months ended June 30,
2000 but not in the same period in 2001.
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 additional ad sizes and additional
headings, our same book revenue growth for the 94 directories published in both
periods was 9.5%.
Cost of revenues increased $5.3 million, or 38.0%, from $14.1 million in
the six months ended June 30, 2000 to $19.4 million in the same period in 2001.
The increase was the result of $4.4 million of costs associated with 23 new
directories published in the six months ended June 30, 2001, and $0.4 million in
costs associated with five directories published in the six months ended June
30, 2001, but not in the same period in 2000; offset by $0.6 million of costs
associated with seven directories published during the six months ended June 30,
2000, but not in the same period in 2001. Costs for the same 94 directories
published in both periods increased $0.8 million for the 2001 period compared to
the prior year. Production support costs increased $0.3 million in the six
months period ended June 30, 2001 due to the directories acquired since the
second quarter of 2000.
As a result of the above, gross profit increased $16.3 million, or 27.4%,
from $59.4 million in the six months ended June 30, 2000 to $75.7 million in the
same period in 2001. Gross margin decreased from 80.9% in the six months ended
June 30, 2000 to 79.6% in the same period in 2001 as a result of higher direct
costs on newly acquired directories.
16
17
TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
Sales and marketing expenses increased $13.4 million, or 42.6%, from
$31.6 million in the six months ended June 30, 2000 to $45.0 million in the same
period in 2001. The increase was attributable to increases of $2.2 million in
sales support costs, $6.9 million in direct sales costs and $4.3 million in the
provision for bad debt (which was consistent with the increase in net revenues).
The increase in sales support costs of $2.2 million was due to $1.2
million in higher sales costs incurred by offices acquired since the second
quarter of 2000 and $1.0 million due to increased costs of running existing
sales offices. The increase in direct sales costs of $6.9 million was as
follows: $4.1 million of additional costs were for the 23 new directories, $0.6
million for five directories moving into the period, and $2.9 million of higher
costs associated with the 94 same directories published in both periods, offset
by $0.7 million of costs associated with seven directories that were published
in the six months ended June 30, 2000 but not in the same period in 2001. Direct
sales costs as a percentage of revenue for the same 94 directories published
during both periods increased from 20.5% to 22.5% in the six months ended June
30, 2000 compared to the same period in 2001.
General and administrative expenses increased $5.0 million, or 24.4%,
from $20.6 million for the six months ended June 30, 2000 to $25.6 million for
the same period in 2001. The increase was due to amortization of acquired
customer base and other intangibles of $2.7 million, $1.6 million for bonuses
and deal fees associated with the Recapitalization of the Company and other
increases in costs totaling $0.7 million.
Recapitalization transaction costs of $15.4 million were incurred in the
six months ended June 30, 2001 as compared to zero for the six months ended June
30, 2000 as a result of the Recapitalization of the Partnership on June 28,
2001.
Contribution to Equity Compensation Plan of $5.2 million were incurred
in the six months ended June 30, 2001 as compared to zero for the six months
ended June 30, 2000 as a result of a contribution to the Plan made on June 28,
2001 in connection with the Recapitalization of the Partnership.
As a result of the above factors, income from operations decreased $22.8
million, or 313.1%, from $7.3 million in the six months ended June 30, 2000 to a
loss from operations of $(15.5) million in the same period in 2001. Income from
operations as a percentage of net revenues decreased from 9.9% in the six months
ended June 30, 2000 to (16.3)% in the same period in 2001.
Interest expense increased $0.8 million, or 6.0%, from $12.4 million in
the six months ended June 30, 2000 to $13.2 million in the same period in 2001
due to higher levels of debt partially offset by a decrease in the rates of
interest paid as a result of decreases in Prime and LIBOR rates.
Extraordinary loss in the six months ended June 30, 2001 was $3.5
million compared to zero in the same period in 2000. Extraordinary loss were the
costs associated with the write-off of debt financing costs upon entering into a
new $300.0 million senior credit facility that was used in part to pay-off
$137.5 million outstanding under the prior credit facility of the Company and
$74.2 million to pay-off the assumed WorldPages.com Inc. debt and accrued
interest after consummation of the acquisition of WorldPages.com Inc.
As a result of the above factors, net loss increased $26.5 million, from
a net loss of $(5.0) million in the six months ended June 30, 2000 to a net loss
of $(31.5) million in the same period in 2001.
17
18
TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided (used) by operating activities was $(25.1) million in
the six months ended June 30, 2001 compared to $6.1 million in the same period
in 2000. The decrease in cash provided by operations resulted primarily from
increased receivables and increased customer deposits primarily related to the
increased size of our directory portfolio as a result of acquisitions.
Customer deposits (advance payments) increased $4.0 million in the six
months ended June 30, 2001 compared to the same period in the prior year. The
increase is primarily related to the increased size of our directory portfolio
as a result of acquisitions.
Net cash for investing activities was $163.2 million in the six months
ended June 30, 2001 as compared to $14.5 million in the same period in 2000.
Investing activities consist primarily of cash used to acquire directories. In
the six months ended June 30, 2001, $155.0 million was spent on acquisitions
compared to $13.8 million in the same period in the prior year. The prior year's
acquisitions are discussed in note 3 of our Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000 which is available on the Internet at
http:www.sec.gov. Acquisitions made in the six months ended June 30, 2001 are
discussed in note 5 of the financial statements included in this Form 10-Q.
Net cash provided by financing activities was $202.7 million in the six
months ended June 30, 2001 as compared to $11.5 million in the same period in
2000. These amounts were primarily borrowings incurred for acquisitions during
the quarters, and proceeds generated from the Recapitalization of the
Partnership on June 28, 2001.
In connection with the recapitalization of the Partnership in June 2001,
the Company entered into a new $300.0 million credit facility and drew $35.0
million in Term A and $200.0 million in Term B Loans. In addition, in May 2001,
the Company issued $75.0 million of Series E 9 5/8% Senior Subordinated Notes
due 2007, (excluding unamortized discount of $0.4 million). Also in connection
with the Recapitalization and acquisition of WorldPages.com Inc., the Company
re-paid $137.5 million outstanding under its prior credit facility and $74.2
million of debt it assumed as part of the WorldPages.com Inc. acquisition.
As of June 30, 2001 we had total outstanding long term indebtedness of
$461.9 million, including $140 million of Series D Senior Subordinated Notes due
2007 and $75.0 million of Series E 9 5/8% Senior Subordinated Notes due 2007,
(excluding net unamortized premium and discount of $0.8 million), $35.0 million
of outstanding borrowings under the senior credit facility Tranche A Term Loan,
$200.0 million outstanding under the senior credit facility Tranche B Term Loan,
and $16.7 million in acquisition related debt, all of which ranks senior to the
Series D and E notes. As of June 30, 2001 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 available funds under our revolving credit facility. Assuming the successful
implementation of management's business and operating strategy, 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 operating
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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19
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) risks associated with integrating
WorldPages.com and its subsidiaries with our Company; (iii) the restrictions
imposed by the terms of our indebtedness; (iv) the turnover rate amongst our
account executives; (v) the variation in our quarterly results; (vi) risks
related to the fact that a large portion of our sales are to small, local
businesses; (vii) our dependence on certain key personnel; (viii) risks related
to the acquisition and start-up of directories; (ix) risks related to
substantial competition in our markets; (x) risks related to changing technology
and new product developments; (xi) the effect of fluctuations in paper costs;
and (xii) the sensitivity of our business to general economic conditions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to interest rate risk in connection with the term loan
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, 2001, there was approximately $35.0 million
outstanding under the Term A Loan (under the prime option at an interest rate of
7.8% at such time) and $200.0 million outstanding under the Term B Loan (under
the prime option at an interest rate of 9.5% at such time). 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 $2.4
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.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company and its subsidies 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
19
20
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1 Recapitalization Agreement dated as of June 28, 2001 by and among
TransWestern Holdings, L.P., TransWestern Communications Company, Inc.,
TransWestern Publishing Company, LLC, the persons listed on the Schedule
of New Investors attached thereto, the persons listed on the Schedule of
Selling Investors attached thereto and the persons listed on the
Schedule of New Investors attached thereto. Incorporated by reference
from Exhibit 2.2 of TransWestern's Current Report on Form 8-K filed with
the SEC on July 12, 2001.
2.2 Contribution Agreement dated as of June 28, 2001 between TransWestern
Publishing Company LLC and TWP Companies, Inc.
4.1 Indenture dated as of May 23, 2001 by and among TransWestern Publishing
Company LLC and TWP Capital Corp. II, as Issuers, the Guarantors named
therein and Wilmington Trust Company, as Trustee.
4.2 Form of Series E 9 5/8% Senior Subordinated Notes - Regulation S Global
Note.
4.3 Form of Series E 9 5/8% Senior Subordinated Notes - Rule 144A Global
Note.
4.4 Guarantee by Target Directories of Michigan, Inc. to that certain
Indenture dated as of May 23, 2001 by and among TransWestern Publishing
Company LLC and TWP Capital Corp. II, as Issuers, the Guarantors named
therein and Wilmington Trust Company, as Trustee.
4.5 Guarantee dated June 28, 2001 by the undersigned thereto to that certain
Indenture dated as of May 23, 2001 by and among TransWestern Publishing
Company LLC and TWP Capital Corp. II, as Issuers, the Guarantors named
therein and Wilmington Trust Company, as Trustee.
4.6 Registration Rights Agreement dated as of May 23, 2001 by and among
TransWestern Publishing Company LLC, TWP Capital Corp. II and Target
Directories of Michigan, Inc., and the Initial Purchasers named therein.
4.7 Amended and Restated Investors Agreement dated as of June 28, 2001 by
and among TransWestern Communications Company, Inc., TransWestern
Holdings, L.P. each of the Investors listed thereto and each of the
Investors listed thereto.
4.8 Amended and Restated Registration Agreement dated as of June 28, 2001 by
and among TransWestern Holdings, L.P. and the persons listed in the
signature page thereto.
10.1 Second Amended and Restated Credit Agreement, dated as of June 28, 2001,
among Transwestern Publishing Company, LLC, Worldpages.com, Inc., TWP
Capital Corp. II, the Several Banks and Other Financial Institutions
from time to time Parties to such Agreement, Canadian Imperial Bank of
Commerce, New York Agency, as Administrative Agent for the Lenders
thereunder, First Union National Bank, as Syndication Agent for the
Lenders thereunder, Fleet National Bank, as Documentation Agent for the
Lenders thereunder.
10.2 Amended and Restated Guarantee and Collateral Agreement dated as of June
28, 2001 made by Transwestern Holdings L.P., Worldpages.com, Inc., TWP
Capital Corp. II, Transwestern Publishing Company, LLC and Certain of
its Subsidiaries in Favor of Canadian Imperial Bank of Commerce, as
Administrative Agent.
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21
10.3 Agreement and Plan of Merger dated June 28, 2001 by and among
TransWestern Publishing Company LLC, WorldPages Merger Subsidiary, Inc.
and WorldPages.com, Inc. Incorporated by reference from Exhibit 2.1 of
TransWestern's Current Report on Form 8-K filed with the SEC on
July 12, 2001.
10.4 Management Agreement dated as of June 28, 2001 by and between Thomas H.
Lee Advisors, LLC and TransWestern Holdings, L.P.
10.5 Form of Executive Agreement dated June 28, 2001 between TransWestern
Holdings, L.P., TransWestern Communications Company, Inc., and the
Executives parties thereto.
10.6 Executive Employment Agreement dated as of June 28, 2001 between
TransWestern Publishing Company LLC, TransWestern Communications
Company, Inc. and Laurence Bloch.
10.7 Executive Employment Agreement dated as of June 28, 2001 between
TransWestern Publishing Company LLC, TransWestern Communications
Company, Inc. and Ricardo Puente.
10.8 Executive Employment Agreement dated as of June 28, 2001 between
TransWestern Publishing Company LLC, TransWestern Communications
Company, Inc. and Joan Fiorito.
10.9 Executive Employment Agreement dated as of June 28, 2001 between
TransWestern Publishing Company LLC, TransWestern Communications
Company, Inc. and Marybeth Brennan.
10.10 Executive Employment Agreement dated as of June 28, 2001 between
TransWestern Publishing Company LLC, TransWestern Communications
Company, Inc. and Michael Bynum.
10.11 Executive Employment Agreement dated as of June 28, 2001 between
TransWestern Publishing Company LLC, TransWestern Communications
Company, Inc. and Dennis Reimert.
10.12 Executive Employment Agreement dated as of June 28, 2001 between
TransWestern Publishing Company LLC, TransWestern Communications
Company, Inc. and James Durance.
10.13 Executive Employment Agreement dated as of June 28, 2001 between
TransWestern Publishing Company LLC, TransWestern Communications
Company, Inc. and Richard Beck.
10.14 Executive Employment Agreement dated as of June 28, 2001 between
TransWestern Publishing Company LLC, TransWestern Communications
Company, Inc. and Ita Shea-Oglesby.
(b) Reports on Form 8-K
(1) On April 16, 2001, Holdings filed a report on form 8-K
reporting pursuant to Item 2 thereof that on April 9,
2001, TransWestern acquired 8 directories in Kentucky
and Texas from Alliance Media Group, Inc.
(2) On June 12, 2001, Holdings filed a report on from 8-K/A
pursuant to Item 5 amending the form 8-K filed on April
16, 2001. This report indicated that in compliance with
Rule 3-05 of Regulation S-X, Holdings was not required
to file certain financial information relating to the
acquisition of 8 directories from Alliance Media Group,
Inc.
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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 14, 2001 on its
behalf by the undersigned thereunto duly authorized.
TRANSWESTERN PUBLISHING COMPANY LLC
(Registrant)
BY: Trans Western Communications Company, Inc.
(Manager)
BY: /s/ Ricardo Puente
--------------------------------------------
Name: Ricardo Puente
Title: President, Chief Executive Officer
and Director
BY: /s/ Joan Fiorito
--------------------------------------------
Name: Joan Fiorito
Title: Vice President, Chief Financial Officer
and Assistant Secretary (Principal
Financial and Accounting Officer)
22