UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 March 31, 2004
| ¨ | 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: 333-107219
CBD Media LLC
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 02-0553288 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 312 Plum Street, Suite 900 | ||
| Cincinnati, OH | 45202 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(513) 397-6794
(Registrants 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 ¨ No x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes ¨ No x
| Page | ||||
| Part I |
FINANCIAL INFORMATION | |||
| Item 1. |
Financial Statements | 2 | ||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 11 | ||
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 15 | ||
| Item 4. |
Controls and Procedures | 15 | ||
| Part II |
OTHER INFORMATION | |||
| Item 1. |
Legal Proceedings | 16 | ||
| Item 6. |
Exhibits and Reports on Form 8-K | 16 | ||
| 17 | ||||
| Exhibits |
||||
1
PART I
FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2004, DECEMBER 31, 2003 AND MARCH 31, 2003
(Dollars in Thousands)
| March 31, 2004 (Unaudited) |
December 31, 2003 |
March 31, 2003 (Unaudited) |
||||||||
| ASSETS |
||||||||||
| CURRENT ASSETS: |
||||||||||
| Cash and cash equivalents |
$ | 15,777 | $ | 22,466 | $ | 33,955 | ||||
| Accounts receivable (net of allowance of $3,274, $4,875 and $2,852 at March 31, 2004, December 31, 2003 and March 31, 2003 respectively) |
6,070 | 7,020 | 6,418 | |||||||
| Deferred directory costs |
13,273 | 10,922 | 6,268 | |||||||
| Prepaid expenses and other current assets |
457 | 547 | 398 | |||||||
| Related party receivable |
1,263 | 1,000 | 214 | |||||||
| Total current assets |
36,840 | 41,955 | 47,253 | |||||||
| PROPERTY AND EQUIPMENT (NET) |
67 | 75 | 56 | |||||||
| DEBT ISSUANCE COSTS (net of accumulated amortization of $1,167, $806 and $1,176 at March 31, 2004, December 31, 2003 and March 31, 2003, respectively) |
9,483 | 9,244 | 5,066 | |||||||
| GOODWILL |
28,299 | 28,299 | 28,299 | |||||||
| INTANGIBLE ASSETS (NET) |
254,479 | 260,921 | 280,803 | |||||||
| TOTAL ASSETS |
$ | 329,168 | $ | 340,494 | $ | 361,477 | ||||
| LIABILITIES AND MEMBERS CAPITAL |
||||||||||
| CURRENT LIABILITIES: |
||||||||||
| Current portion of long-term debt |
$ | 1,000 | $ | 25,200 | ||||||
| Accounts payable |
$ | 408 | 1,045 | 493 | ||||||
| Accrued liabilities |
8,648 | 6,878 | 4,245 | |||||||
| Deferred revenue |
3,086 | 5,472 | 2,756 | |||||||
| Other current liabilities |
634 | 659 | 659 | |||||||
| Related party payable |
686 | 190 | 202 | |||||||
| Total current liabilities |
13,462 | 15,244 | 33,555 | |||||||
| LONG-TERM DEBT (NET OF CURRENT PORTION) |
297,000 | 307,600 | 176,900 | |||||||
| INTEREST RATE SWAP |
1,099 | |||||||||
| OTHER LONG-TERM LIABILITIES (NET OF CURRENT PORTION) |
1,959 | 2,093 | 2,441 | |||||||
| MEMBERS CAPITAL: |
||||||||||
| Contributed capital |
11,673 | 11,673 | 138,963 | |||||||
| Retained earnings |
5,074 | 3,884 | 9,618 | |||||||
| Accumulated other comprehensive loss |
(1,099 | ) | ||||||||
| Total members capital |
16,747 | 15,557 | 147,482 | |||||||
| TOTAL LIABILITIES AND MEMBERS CAPITAL |
$ | 329,168 | $ | 340,494 | $ | 361,477 | ||||
See notes to condensed consolidated financial statements.
2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Dollars in Thousands)
| 2004 |
2003 |
|||||||
| NET REVENUE |
$ | 21,748 | $ | 21,077 | ||||
| COST OF REVENUE |
7,930 | 7,805 | ||||||
| AMORTIZATION AND DEPRECIATION |
6,449 | 6,631 | ||||||
| GENERAL AND ADMINISTRATIVE EXPENSES |
1,131 | 622 | ||||||
| OPERATING INCOME |
6,238 | 6,019 | ||||||
| OTHER EXPENSES: |
||||||||
| Interest expense |
5,071 | 3,122 | ||||||
| Interest income |
(23 | ) | (91 | ) | ||||
| Total other expenses |
5,048 | 3,031 | ||||||
| NET INCOME |
1,190 | 2,988 | ||||||
| OTHER COMPREHENSIVE INCOME (LOSS) |
||||||||
| Interest rate swap |
(20 | ) | ||||||
| TOTAL COMPREHENSIVE INCOME |
$ | 1,190 | $ | 2,968 | ||||
See notes to condensed consolidated financial statements.
3
CBD MEDIA LLC
CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS CAPITAL (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Dollars in Thousands)
| Contributed Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Total Members Capital |
|||||||||||
| BALANCE AT DECEMBER 31, 2002 |
$ | 138,963 | $ | 6,630 | $ | (1,079 | ) | $ | 144,514 | |||||
| NET INCOME |
2,988 | 2,988 | ||||||||||||
| OTHER COMPREHENSIVE LOSS INTEREST RATE SWAP |
(20 | ) | (20 | ) | ||||||||||
| BALANCE AT MARCH 31, 2003 |
$ | 138,963 | $ | 9,618 | $ | (1,099 | ) | $ | 147,482 | |||||
| BALANCE AT DECEMBER 31, 2003 |
11,673 | 3,884 | 15,557 | |||||||||||
| NET INCOME |
1,190 | 1,190 | ||||||||||||
| BALANCE AT MARCH 31, 2004 |
$ | 11,673 | $ | 5,074 | $ | $ | 16,747 | |||||||
See notes to condensed consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Dollars in Thousands)
| 2004 |
2003 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | 1,190 | $ | 2,988 | ||||
| Adjustments to reconcile net income to cash flows provided by operating activities: |
||||||||
| Depreciation and amortization |
6,449 | 6,631 | ||||||
| Changes in certain working capital accounts: |
||||||||
| Accounts receivable |
688 | 732 | ||||||
| Prepaid expenses and other assets |
451 | 634 | ||||||
| Deferred directory costs |
(2,351 | ) | 4,178 | |||||
| Accounts payable |
(637 | ) | (288 | ) | ||||
| Accrued liabilities |
2,266 | (3,865 | ) | |||||
| Deferred revenue |
(2,386 | ) | (2,506 | ) | ||||
| Other |
(159 | ) | 150 | |||||
| Net cash provided by operating activities |
5,511 | 8,654 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES- |
||||||||
| Capital expenditures |
| (12 | ) | |||||
| Net cash used in investing activities |
| (12 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Payments on borrowings |
(11,600 | ) | (7,900 | ) | ||||
| Debt issuance costs |
(600 | ) | | |||||
| Net cash used in financing activities |
(12,200 | ) | (7,900 | ) | ||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(6,689 | ) | 742 | |||||
| CASH AND CASH EQUIVALENTS: |
||||||||
| Beginning of period |
22,466 | 33,213 | ||||||
| End of period |
$ | 15,777 | $ | 33,955 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: |
||||||||
| Cash paid for interest |
$ | 2,797 | $ | 2,833 | ||||
| Cash paid for income taxes |
$ | 1 | $ | 14 | ||||
See notes to condensed consolidated financial statements.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(Dollars in Thousands)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of BusinessCBD Media LLC (the Company) is located in Cincinnati, Ohio. The Company publishes yellow page directories and sells directory advertising and information services in the Greater Cincinnati area, including Northern Kentucky and Southeast Indiana. These services are available to customers in the form of a traditional printed directory, an internet directory website cincinnatibellyellowpages.com and an electronic directory on CD-ROM. The Company, which is incorporated in Delaware and has 1000 member units, is a wholly-owned subsidiary of CBD Media Holdings LLC.
On May 21, 2003, the Company formed a wholly-owned finance subsidiary, CBD Finance, Inc. (CBD Finance), which is incorporated in the state of Delaware. CBD Finance recently co-issued senior subordinated notes, joint and severally, with the Company. Separate financial statements for CBD Finance are not provided because CBD Finance does not have independent assets or operations from the Company.
Substantially all of the Companys operations are outsourced to third-party service providers, and we are dependent upon the performance of third parties for the following key components of our operations: sales of advertising, printing of directories, distribution and delivery of directories, and billing and collection. The Company has executed long-term contracts with these third-parties. A change in these suppliers could cause a disruption in the Companys business due to the time it would take to locate and qualify an alternate supplier for these services.
Basis of PresentationThe condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. The information disclosed in the notes to the consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2003 has not changed materially unless otherwise disclosed herein. Financial information as of December 31, 2003 included in these condensed consolidated financial statements has been derived from audited consolidated financial statements. In managements opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made.
Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year.
Cash and Cash EquivalentsCash and cash equivalents represent cash on hand and demand deposits with banks and short-term, highly liquid investments.
Property and EquipmentDepreciation is computed using the straight-line method over estimated useful lives ranging from three to five years.
Goodwill and Intangible AssetsAt inception the Company adopted Financial Accounting Standard No. (FAS) 142Goodwill and Other Intangible Assets. Recorded goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually in the fourth quarter. Other intangible assets are reviewed for impairment in accordance with FAS 144Accounting for the Impairment or Disposal of Long-Lived Assets. All other intangible assets except for advertiser related assets are amortized using the straight-line amortization method. Advertiser related assets are amortized using an accelerated amortization method that matches the expected benefit derived from the advertisers. The accelerated amortization method used is a method that allocates amortization expense in proportion to each years expected revenues to the total expected revenues over the thirty year life of the Companys advertisers. Based on the Companys experience, advertiser attrition is more rapid in the earlier years of the life of the Companys advertisers. The attrition experience results in an expected revenue stream where approximately 75% of the total revenues derived from advertisers occurs in the first ten years of the life of the advertisers. Approximately 20% of the expected revenues occurs in the second ten years with the remaining 5% in the final ten years. A thirty year life was established for the advertiser related assets because the Companys historical experience shows that some advertisers continue to use the Companys service for periods of up to thirty years. A summary of intangible assets is as follows:
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
| Advertiser list |
Non-compete covenant |
Listing database |
Trademark and tradename licenses |
Total |
||||||||||||||||
| Carrying amount March 31, 2003 |
$ | 52,000 | $ | 154,000 | $ | 200 | $ | 104,000 | $ | 310,200 | ||||||||||
| Accumulated amortization |
(7,092 | ) | (16,683 | ) | (22 | ) | (5,600 | ) | (29,397 | ) | ||||||||||
| Net amount at March 31, 2003 |
44,908 | $ | 137,317 | $ | 178 | $ | 98,400 | $ | 280,803 | |||||||||||
| Carrying amount December 31, 2003 |
$ | 52,000 | $ | 154,000 | $ | 200 | $ | 104,000 |   | |||||||||||