UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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, 2003. |
| o | 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
| DELAWARE | 33-0778740 | |
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
| 8344 CLAIREMONT MESA BOULEVARD SAN DIEGO, CALIFORNIA |
92111 | |
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| (Address of principal executive offices) | (Zip Code) |
(858) 467-2800
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is an accelerated filer. Yes o No x
TRANSWESTERN PUBLISHING COMPANY LLC
FORM 10-Q INDEX
| PAGE | |||||
PART I. FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Consolidated Balance Sheets as of June 30, 2003 (unaudited) and
December 31, 2002 |
3 | ||||
Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2003 (unaudited) and 2002 (unaudited) |
4 | ||||
Consolidated Statements of Cash Flows for the Six
Months Ended June 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 |
16 | ||||
PART II. OTHER INFORMATION |
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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 | ||||
2
TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED BALANCE SHEETS
(in thousands)
| JUNE 30, | DECEMBER 31, | |||||||||
| 2003 | 2002 | |||||||||
| (UNAUDITED) | ||||||||||
ASSETS |
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Current assets: |
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Cash |
$ | 3,750 | $ | 17,408 | ||||||
Trade receivable, (net of allowance for doubtful accounts of $14,347
at June 30, 2003 and $19,694 at December 31, 2002) |
85,731 | 104,257 | ||||||||
Deferred directory costs |
32,205 | 24,312 | ||||||||
Other current assets |
3,389 | 3,433 | ||||||||
Total current assets |
125,075 | 149,410 | ||||||||
Non-current assets: |
||||||||||
Property, equipment and leasehold improvements, net |
5,262 | 5,444 | ||||||||
Acquired intangibles, net |
217,569 | 235,121 | ||||||||
Debt issuance costs, net |
9,819 | 10,987 | ||||||||
Deferred tax asset |
6,275 | 8,295 | ||||||||
Total non-current assets |
238,925 | 259,847 | ||||||||
Total assets |
$ | 364,000 | $ | 409,257 | ||||||
LIABILITIES AND MEMBER DEFICIT |
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Current liabilities: |
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Accounts payable |
$ | 12,723 | $ | 17,118 | ||||||
Salaries and benefits payable |
7,135 | 10,034 | ||||||||
Accrued acquisition costs |
307 | 2,165 | ||||||||
Accrued interest |
3,263 | 3,660 | ||||||||
Other accrued liabilities |
4,140 | 4,333 | ||||||||
Customer deposits |
44,965 | 32,642 | ||||||||
Current portion, long-term debt |
7,133 | 6,343 | ||||||||
Total current liabilities |
79,666 | 76,295 | ||||||||
Long-term debt: |
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Series F Senior Subordinated Notes |
215,577 | 215,643 | ||||||||
Senior credit facility Term A Loan |
23,400 | 26,057 | ||||||||
Senior credit facility Term B Loan |
187,467 | 195,000 | ||||||||
Other long-term liabilities |
100 | 200 | ||||||||
Total non-current liabilities |
426,544 | 436,900 | ||||||||
Total liabilities |
506,210 | 513,195 | ||||||||
Member deficit |
(142,210 | ) | (103,938 | ) | ||||||
Total liabilities and member deficit |
$ | 364,000 | $ | 409,257 | ||||||
See accompanying notes.
3
TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except for per member unit information and member units outstanding)
| THREE MONTHS ENDED | SIX MONTHS ENDED | ||||||||||||||||
| JUNE 30, | JUNE 30, | ||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||
Net revenues |
$ | 68,606 | $ | 94,546 | $ | 131,654 | $ | 163,516 | |||||||||
Cost of revenues |
11,254 | 15,707 | 21,956 | 28,922 | |||||||||||||
Gross profit |
57,352 | 78,839 | 109,698 | 134,594 | |||||||||||||
Operating expenses: |
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Sales and marketing |
34,593 | 40,787 | 66,361 | 70,927 | |||||||||||||
General and administrative |
15,140 | 17,217 | 31,393 | 33,037 | |||||||||||||
Total operating expenses |
49,733 | 58,004 | 97,754 | 103,964 | |||||||||||||
Income from operations |
7,619 | 20,835 | 11,944 | 30,630 | |||||||||||||
Other income, net |
205 | 388 | 417 | 671 | |||||||||||||
Interest expense |
(8,193 | ) | (8,733 | ) | (16,623 | ) | (17,309 | ) | |||||||||
Income (loss) before taxes |
(369 | ) | 12,490 | (4,262 | ) | 13,992 | |||||||||||
Income tax provision |
(1,748 | ) | (562 | ) | (2,804 | ) | (803 | ) | |||||||||
Net income (loss) |
$ | (2,117 | ) | $ | 11,928 | (7,066 | ) | 13,189 | |||||||||
Net income (loss) per Member unit |
$ | (2,117 | ) | $ | 11,928 | (7,066 | ) | 13,189 | |||||||||
Member units outstanding |
1,000 | 1,000 | 1,000 | 1,000 | |||||||||||||
See accompanying notes.
4
TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| SIX MONTHS ENDED | ||||||||||
| JUNE 30, | ||||||||||
| 2003 | 2002 | |||||||||
OPERATING ACTIVITIES |
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Net income (loss) |
$ | (7,066 | ) | $ | 13,189 | |||||
Adjustments to reconcile net income (loss) to cash provided by
operating activities: |
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Depreciation and amortization |
20,347 | 20,172 | ||||||||
Amortization of deferred debt issuance costs |
1,168 | 1,152 | ||||||||
Provision for doubtful accounts |
14,779 | 18,293 | ||||||||
Deferred taxes |
2,020 | — | ||||||||
Changes in operating assets and liabilities, excluding
the effects of acquisitions: |
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Trade receivables |
23,287 | (10,910 | ) | |||||||
Write-off of doubtful accounts |
(21,605 | ) | (24,456 | ) | ||||||
Recoveries of doubtful accounts |
2,212 | 911 | ||||||||
Deferred directory costs |
(7,893 | ) | (1,035 | ) | ||||||
Other current assets |
44 | (1,464 | ) | |||||||
Accounts payable |
(951 | ) | (3,597 | ) | ||||||
Accrued liabilities |
(8,493 | ) | (2,932 | ) | ||||||
Accrued interest |
(397 | ) | (153 | ) | ||||||
Customer deposits |
12,323 | 6,435 | ||||||||
Equity trust payable |
— | 134 | ||||||||
Other current liabilities |
— | (272 | ) | |||||||
Cash provided by operating activities |
29,775 | 15,467 | ||||||||
INVESTING ACTIVITIES |
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Purchase of property, equipment and leasehold improvements |
(823 | ) | (341 | ) | ||||||
Acquisition of directories |
(2,005 | ) | (14,693 | ) | ||||||
Deferred financing costs and other assets |
— | (484 | ) | |||||||
Cash used for investing activities |
(2,828 | ) | (15,518 | ) | ||||||
FINANCING ACTIVITIES |
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Borrowings under long-term debt agreements: |
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Revolving credit facility |
38,250 | — | ||||||||
Repayments of long-term debt: |
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Revolving credit facility |
(38,250 | ) | — | |||||||
Senior term loans |
(9,400 | ) | (1,200 | ) | ||||||
Repayments of debt acquired |
— | (367 | ) | |||||||
Distributions to TransWestern Holdings |
(31,205 | ) | — | |||||||
Cash used for financing activities |
(40,605 | ) | (1,567 | ) | ||||||
Net decrease in cash |
(13,658 | ) | (1,618 | ) | ||||||
Cash at beginning of period |
17,408 | 26,913 | ||||||||
Cash at end of period |
$ | 3,750 | $ | 25,295 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid for interest |
$ | 16,382 | $ | 16,204 | ||||||
Cash paid for taxes |
$ | 854 | $ | 823 | ||||||
See accompanying notes.
5
TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
| 1. | GENERAL |
The accompanying unaudited consolidated financial statements include the accounts of TransWestern Publishing Company LLC (the “Company”) and its wholly owned operating subsidiaries, Target Directories of Michigan, Inc. (“Target”) and WorldPages, Inc. (“WorldPages”) and its subsidiaries. All significant intercompany transactions have been eliminated. The Company is an independent yellow page directory publisher and is a wholly owned subsidiary of TransWestern Holdings L.P. (the “Partnership”).
These financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States. All adjustments were of a normal recurring nature. All material intercompany balances and transactions have been eliminated. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2002. The 10-K is available on the Internet at http://www.sec.gov.
Certain amounts in prior period consolidated financial statements have been reclassified to conform to the presentation for the three and six months ended June 30, 2003.
6
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
| JUNE 30, | DECEMBER 31, | |||||||
| 2003 | 2002 | |||||||
Computer and office equipment |
$ | 14,727 | $ | 14,033 | ||||
Furniture and fixtures |
3,422 | 3,323 | ||||||
Leasehold improvements |
828 | 802 | ||||||
| 18,977 | 18,158 | |||||||
Less accumulated depreciation and amortization |
(13,715 | ) | (12,714 | ) | ||||
| $ | 5,262 | $ | 5,444 | |||||
Acquired Intangibles
| JUNE 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 |
(178,363 | ) | (158,956 | ) | |||||
Acquired intangibles, net |
$ | 217,569 | $ | 235,121 | |||||
Debt issuance costs
| JUNE 30, | DECEMBER 31, | ||||||||
| 2003 | 2002 | ||||||||
Debt issuance costs |
$ | 17,200 | $ | 17,200 | |||||
Less accumulated amortization |
(7,381 | ) | (6,213 | ) | |||||
Debt issuance costs, net |
$ | 9,819 | $ | 10,987 | |||||
7
TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)
| 3. | LONG TERM DEBT |
On January 15, 2003, the Partnership redeemed the remaining $28.9 million in aggregate principal amount of Partnership’s Discount Notes. In order to fund the redemption, the Company distributed $31.2 million to the Partnership. The Company borrowed $15.0 million of the available $65.0 million on its revolving line of credit and used cash on hand to fund the remaining distribution to the Partnership.
As of June 30, 2003 the Company had total outstanding long term indebtedness of $426.5 million, including $215.6 million of Series F 9 5/8% Senior Subordinated Notes due 2007, $23.4 million of outstanding borrowings under the Term A Loan due 2007, $187.5 million of outstanding borrowings under the Term B Loan due 2008, and $0.1 million in acquisition related debt. As of June 30, 2003 the Company had no outstanding borrowings under its revolving credit facility, with total borrowing availability of $65.0 million.
| 4. | DIRECTORY ACQUISITIONS |
TelFax, Inc. On February 6, 2003, the Company purchased certain tangible and intangible assets of TelFax, Inc. for $2.0 million. The Company acquired two directories in Oregon and one in Washington.
The purchase price for the acquisition above has been allocated to the tangible and intangible assets acquired based on their respective fair values at the date of acquisition, as follows (in thousands):
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 six month period ended June 30, 2003 and June 30, 2002, the unaudited pro forma results of operations would be as follows:
| Six months ended June 30, | ||||||||
| 2003 | 2002 | |||||||
| (Unaudited) | ||||||||
Net revenues |
$ | 132,178 | $ | 164,069 | ||||
Net income (loss) |
(6,840 | ) | 13,255 | |||||
Net income (loss) per member unit |
(6,840 | ) | 13,255 | |||||
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.
8
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 June 30, | Six months ended June 30, | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
| (Unaudited) | ||||||||||||||||
Statement of Operations: |
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