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TRANSWESTERN HOLDINGS LP
FORM 10-K
TABLE OF CONTENTS
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Page
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PART I
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ITEM 1 Business.................................................. 3
ITEM 2 Properties ............................................... 11
ITEM 3 Legal Proceedings ........................................ 11
ITEM 4 Submission of Matters to a Vote of Security Holders ...... 11
PART II
ITEM 5 Market for the Registrant's Common Equity and Related
Stockholder Matters ................................... 12
ITEM 6 Selected Financial Data ................................... 13
ITEM 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................. 16
ITEM 7A Quantitative and Qualitative Disclosure about Market Risk.. 27
ITEM 8 Financial Statements and Supplementary Data ............... 27
ITEM 9 Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure .................................. 28
PART III
ITEM 10 Directors and Executive Officers of Holdings............... 28
ITEM 11 Executive Compensation..................................... 32
ITEM 12 Security Ownership of
Certain Beneficial Owners and Management................... 35
ITEM 13 Certain Relationships and Related Transactions............. 38
PART IV
ITEM 14 Exhibits, Consolidated Financial Statement Schedules and
Reports on Form 8-K........................................ 42
Signatures................................................. 46
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PART I
This annual report on Form 10-K contains certain forward-looking
statements that involve risks and uncertainties. The actual future results for
TransWestern Publishing Company LLC, which is the wholly-owned operating
subsidiary of TransWestern Holdings L.P., may differ materially from those
discussed herein. Additional information concerning factors that could cause
or contribute to such differences can be found in Part II, Item 7 entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and elsewhere throughout this Annual Report. Unless the context
requires otherwise, "Holdings" refers to TransWestern Holdings L.P.,
"TransWestern" refers to TransWestern Publishing Company LLC and the
"company," "we," "us" and "our" each refers to Holdings and TransWestern and
its wholly-owned subsidiary, Target Directories of Michigan, Inc.,
collectively.
ITEM 1. BUSINESS
We are one of the largest independent yellow pages directory publishers in
the United States. We own 201 directories which serve communities in the 16
states of Alabama, California, Connecticut, Georgia, Indiana, Kansas,
Kentucky, Louisiana, Massachusetts, Michigan, New York, Ohio, Oklahoma,
Pennsylvania, Tennessee and Texas. Our revenues are derived from the sale of
advertising to a diversified base of over 106,000 accounts, consisting
primarily of small to medium-sized local businesses. In counting our number of
accounts, we count a single customer that advertises in more than one
directory as a separate account for each directory in which it advertises.
Yellow pages are an important advertising medium for local businesses due to
their low advertising cost, widespread distribution, lasting presence, and
high consumer usage.
Since 1993, our management team has successfully executed its strategy of
growing revenues from existing directories, improving operating efficiency,
accelerating cash flows and starting and acquiring new directories. Over this
period, we increased average revenue per account from $789 for year ended
April 30, 1993 to $1,106 for the eight months ended December 31, 1998 and
increased our number of directories from 90 as of April 30, 1993 to 168 as of
December 31, 1998, driving our net revenues from $54.9 million for the year
ended April 30, 1993 to $100.1 million for the year ended April 30, 1998 and
$61.1 million for the eight months ended December 31, 1998, and our EBITDA
from $3.2 million for the year ended April 30, 1993 to $30.2 million for the
year ended April 30, 1998 and $13.6 million for the eight months ended
December 31, 1998.
<PAGE> 4
RECENT ACQUISITIONS
Since the recapitalization of our company, completed in October 1997, we
have acquired 50 directories in Alabama, Georgia, Michigan, Ohio, New York,
Pennsylvania, Texas, and Tennessee:
Mast. On February 2, 1998, we acquired eight directories from Mast
Advertising and Publishing, Inc. for an aggregate consideration of
approximately $8.4 million. Six of the acquired directories are located in
northern Ohio and southern Michigan and serve the Toledo and Columbus areas,
and two of the acquired directories are contiguous with the Nashville,
Tennessee market. The eight directories generated approximately $4.7 million
of net revenue in 1997. We recently completed publishing all of these
directories for the first time since the acquisition in 1998 and recorded
revenues of $5.0 million, or an increase of 6.4%.
Target. On July 16, 1998, we acquired two directories through our
acquisition of all of the outstanding capital stock of Target Directories of
Michigan, Inc. for approximately $5.4 million in cash, $0.8 million of which
was delivered into an escrow account to be used to satisfy indemnification
obligations, if any, of the sellers. The acquired directories serve the
Lenawee County, Michigan, Hillsdale County, Michigan and Branch County,
Michigan areas. The 1997 editions of these directories generated
approximately $2.2 million in net revenue.
M&M. On November 23, 1998, we acquired three directories from M&M
Publishing, Inc. for approximately $1.2 million, subject to adjustment. The
three directories generated approximately $0.6 million of net revenue in 1998.
The acquired directories serve the Wayne County, Pennsylvania, Pike County,
Pennsylvania and Sullivan County, New York areas.
Universal. On November 30, 1998, we acquired four directories from
Universal Phone Books, Inc. and Universal Phone books of Jackson, Inc. for
approximately $15.3 million. The purchase price consisted of approximately
$13.3 million of cash and a $2.0 million promissory note, subject to
adjustment based on the actual collections of accounts receivable during the
18 month period following the consummation of the acquisition.
The acquired directories serve the cities of Ann Arbor and Jackson,
Michigan and the following counties of Michigan: Washtenaw, Jackson, Saginaw,
Midland, Bay, Ingham, Eaton and Clinton. Three area sales managers and 37
account executives associated with the acquired directories were retained. The
four directories generated approximately $7.1 million of net revenue in 1998.
United. On January 5, 1999, we purchased 14 directories from United
Directory Services, Inc. for approximately $17.0 million. The purchase price
consisted of $12.3 million in cash, a promissory note for $2.0 million, due in
eighteen months, subject to adjustment based upon the actual collections of
accounts receivable outstanding as of the closing during such period, and
contingent payments paid over a period of three years not to exceed an
additional $2.7 million based upon the contribution margin of a prototype
directory acquired in Austin, Texas. The acquired directories serve the
greater Ft. Worth, San Antonio and Austin, Texas areas. The area sales
managers and approximately 40 account executives associated with the acquired
directories were retained. The fourteen directories generated approximately
$7.7 million of net revenue in 1998.
<PAGE> 5
Lambert. On January 8, 1999, we purchased eight directories from Lambert
Publishing for approximately $11.0 million. The purchase price consisted of
$9.5 million in cash, a promissory note of $1.0 million due in eighteen
months, subject to adjustment based upon the actual collections of accounts
receivable outstanding as of the consummation of the acquisition, and a $0.5
million contingent payment based upon the performance of the subsequent years
directories exceeding a specific revenue forecast. The acquired directories
serve the central Georgia area and central eastern Alabama. Approximately 25
account executives associated with the acquired directories were retained. The
eight directories generated approximately $4.0 million of net revenue in 1998.
Southern. On January 15, 1999, we purchased seven directories from
Southern Directories Publishing, Inc. for approximately $5.2 million in cash.
The acquired directories serve the central Georgia area. One area sales
manager and approximately five account executives associated with the acquired
directories were retained. The seven directories generated approximately $2.0
million of net revenue in 1998.
Orange Line. On February 15, 1999, we purchased four directories from
Call It, Inc. for approximately $1.1 million in cash and $0.2 million in cash
held in escrow for six months to be released upon the expiration of the
representation and warranty period of the purchase agreement. The acquired
directories serve the northern Ohio area. Approximately seven account
executives associated with the acquired directories were retained. The four
directories generated approximately $1.1 million of net revenue in 1998.
INDUSTRY OVERVIEW
The United States yellow pages directory industry generated revenues of
approximately $11.4 billion in 1997, with circulation of approximately 350
million directories. Yellow pages directories are published by both telephone
utilities and, in many markets, independent directory publishers, such as us,
which are not affiliated with the telephone service provider. More than 250
independent directory publishers circulated over 100 million directories and
generated an estimated $722 million in revenues during 1997. Between 1992 and
1997, while industry-wide yellow pages advertising revenues grew at a compound
annual rate of 4.2%, advertising revenues of independent directories grew at a
compound annual rate of approximately 6.4%. Concurrent with the overall
expansion of the yellow pages advertising market, independent directory
publishers have steadily increased their market share from 5.7% in 1992 to
6.4% in 1997. This has occurred because the diverse needs of both consumers
and advertisers are often not satisfied by a single utility directory.
Yellow pages directories accounted for approximately 6.1% of total
advertising spending in 1997 and compete with all other forms of media
advertising, including television, radio, newspapers and direct mail. In
general, media advertising may be divided into three categories:
- market development or image advertising such as television, radio and
newspaper advertisements;
- direct response sales promotion such as direct mail; and
- point of purchase or directional advertising such as classified
directories.
Yellow pages directories are primarily directional advertising because they
are used either at home or in the workplace when consumers are contemplating a
purchase or in need of a service.
<PAGE> 6
Yellow pages advertising expenditures tend to be more stable than other
forms of media advertising and do not fluctuate widely with economic cycles.
Yellow pages directory advertising is considered a "must buy" by many small
and medium-sized businesses since it is often their principal means of
soliciting customers. The strength of the yellow pages as compared to other
forms of advertising lies in its consumer reach, lasting presence and cost-
effectiveness. Yellow pages are present in nearly every household and business
in the United States. Once an advertisement is placed in a directory, it
remains within reach of its target audience until the directory is replaced
with the next annual edition or discarded.
The independent publisher segment of the yellow pages industry is highly
fragmented and growing. There are approximately 250 independent yellow pages
publishers in the United States and the five largest independent publishers
accounted for 67% of 1997 revenues in the independent publisher segment.
Successful independent publishers effectively compete with telephone utilities
by differentiating their product based on geographical market segmentation,
pricing strategy and enhanced product features. To maximize both advertiser
value and consumer usage, independent directory publishers target their
directory coverage areas based on consumer shopping patterns. In contrast,
most directories published by telephone utilities coincide with their
telephone service territories, which may incorporate multiple local markets or
only portions of a single market. Also, independent publishers generally offer
yellow pages advertisements at a significant discount to the price that
competing telephone utilities usually charge. As a result, independent yellow
pages directories allow local advertisers to better target their desired
market and are often more useful for consumers.
Independent yellow pages publishers generally compete in suburban and
rural markets more than major urban markets, where the high distribution
quantities for each edition create a barrier to entry. In most markets,
independent directory publishers compete with the telephone utility and with
one or more independent yellow pages publishers. In markets where two or more
directory publishers compete, advertisers frequently purchase advertisements
in multiple directories.
MARKETS SERVED
We publish 201 yellow pages directories serving distinct communities in
16 states, including Alabama, California, Connecticut, Georgia, Indiana,
Kansas, Kentucky, Louisiana, Massachusetts, Michigan, New York, Ohio,
Oklahoma, Pennsylvania, Tennessee and Texas. Our directories are generally
well-established in our local communities and are clustered in contiguous
geographic areas to create a strong local market presence and to achieve
selling efficiencies.
Our net revenues are not materially concentrated in any single directory,
industry, geographic region or customer. For the year ended April 30, 1998, we
served approximately 97,000 active accounts with our top 1,000 accounts
representing less than17% of net revenues and no single directory accounting
for more than 5% of net revenues. Approximately 94% of our net revenues are
derived from local accounts with the remainder coming from national
companies advertising locally. Our high level of diversification reduces
exposure to adverse regional economic conditions and provides additional
stability in operating results.
<PAGE> 7
During the year ended April 30, 1998, we published 139 directories. Our
geographic diversity is evidenced in the following table:
</TABLE>
<TABLE>
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NUMBER OF DIRECTORIES PUBLISHED NET REVENUES
---------------------------- -------------------------------------
98 97 96 95 94 98 97 96 95 94
---- ---- ---- ---- ---- ----- ----- ----- ----- -----
(DOLLARS IN MILLIONS)
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REGION
Northeast................ 46 45 42 39 37 $ 39.1 $ 38.0 $ 33.1 $ 29.2 $ 26.2
Central.................. 50 42 35 28 26 23.5 19.7 14.8 12.5 11.2
Southwest................ 24 23 23 22 19 24.8 22.0 19.7 18.2 16.0
West..................... 19 18 18 17 15 12.7 11.7 10.1 9.9 8.8
--- --- --- --- --- ----- ---- ---- ----- ----
Total........... 139 128 118 106 97 $100.1 $ 91.4 $ 77.7 $ 69.8 $ 62.2
=== === === === === ===== ==== ==== ===== ====
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PRODUCTS
Our yellow pages directories are designed to meet the informational needs
of consumers and the advertising needs of local businesses. Each directory
consists of:
- a yellow pages section containing display advertisements and a listing
of businesses by various headings;
- a white pages section listing the names, addresses, and phone numbers
of residences and businesses in the area served;
- a community information section providing reference information about
general community services such as listings for government offices,
schools and hospitals; and
- a map of the geographic area covered by the directory.
Advertising space is sold throughout the directory, including in-column
and display advertising space in the yellow pages, bold listings and business
card listings in the white pages, banner advertising in the community pages,
and image advertisements on the front, back, inside, and outside covers. We
also have the production capacity to include options such as full color
advertisements which generate significantly higher advertising rates. This
diversity of product offerings enables us to create customized advertising
programs that are responsive to specific customer needs and financial
resources.
Our directories are an efficient source of information for consumers.
With over 2,000 headings in our directories and an expansive list of
businesses by heading in each local market, our directories are both
comprehensive and conveniently organized. We believe that the completeness and
accuracy of the data in a directory is essential to consumer acceptance.
<PAGE> 8
Although we remain primarily focused on our printed directories, we have
recently initiated an Internet directory service. We entered into a strategic
alliance with InfoSpace, Inc. to offer electronic directory services in each
of our local markets. Under this strategic alliance, InfoSpace, Inc. is
responsible for the technical aspects of the alliance. We are responsible for
selling advertisement space in the electronic directory. This arrangement
enables us to avoid technical risks which we are not presently staffed to
manage and permits us to participate in any opportunities that develop through
the Internet. We believe that our experience, reputation and account
relationships within our local markets will help us successfully market this
service. We began to test market our Internet product in March of 1998 in
Houston, TX and Nashville, TN and since then have test marketed our Internet
product in additional markets. Although the growing use of the Internet has
not had an appreciable impact on us to date, we have not yet determined how,
if at all, the Internet will impact our performance, prospects or operations.
We cross promote our Internet service and our printed directories. Our website
is at http://www.transwesternpub.com. Our website and the information
contained therein or connected thereto shall not be deemed to be incorporated
into this annual report.
SALES AND MARKETING
Yellow pages marketing is a direct sales business which requires both
servicing existing accounts and developing new customers. Repeat customers
comprise our core account base and a number of these customers have advertised
in our directories for many years. For the years ended April 30, 1997 and
1998, accounts representing 85.3% and 87.2%, respectively, of the prior year's
net revenues have renewed their advertising program in the current edition of
each directory. Management believes that this high revenue renewal rate
reflects the importance of our directories to our local accounts for whom
yellow pages directory advertising is a principal form of advertising. In
addition, yellow pages advertising often comprises an integral part of the
local advertising strategy for larger national companies operating at the
local level. Advertisers have a strong incentive to increase the size of their
advertisement and to renew their advertising programs because advertisements
are placed within each heading of a directory based first on size then on
seniority. Generally, larger advertisements are more effective than smaller
advertisements and advertisements placed near the beginning of a heading
generate more responses than similarly sized advertisements placed further
back in the heading.
We also build on our account base by generating new business leads from
multiple sources including a comprehensive compilation of data about
individual company advertising expenditures in competitive yellow page
directories. We have developed a proprietary database of high potential
customers based on each individual customer's yellow page advertising
expenditures and focus our sales resources on those potential customers. In
support of this strategy, we have expanded our sales force from 223 employees
at April 30, 1993 to 532 at December 31, 1998, representing an increase of
approximately 139%. Management has observed a direct correlation between
adding new sales force employees and revenue growth.
We employ four executive vice presidents and 64 regional, district and
area sales managers who, together, are responsible for supervising the
activities of the account executives. Our 532 account executives generate
virtually all of our revenues and are responsible for servicing existing
advertising accounts and developing new accounts within their assigned service
areas.
<PAGE> 9
We have well-established practices and procedures to manage the
productivity and effectiveness of our sales force. All new account executives
complete a formal two-week training program and receive continuous on-the-job
training through the regional sales management structure. Each account
executive has a specified account assignment consisting of both new business
leads and renewal accounts and is accountable for daily, weekly and monthly
sales and advance payment goals. Account executives are compensated in the
form of base salary, commissions and car allowance. Approximately 50% of total
account executive compensation is in the form of commissions, such that sales
force compensation is largely tied to sales performance and account
collection. As of December 31, 1998, we employed approximately 819 people, 642
of whom were engaged in sales and sales support functions.
The sales cycle of a directory varies based on the size of the revenue
base and can extend from a few weeks to as long as nine months. Once the
canvass of customers for a directory is completed, the directory is "closed"
and the advertisements are assembled into directories in the production cycle.
PRODUCTION AND DISTRIBUTION
We develop a production planning guide for each directory, which is a
comprehensive planning tool setting forth production specifications and the
cost structure for that directory. Each production planning guide is
incorporated into our annual production schedule and serves as the foundation
for our annual budgeting process. Although we view our directories as annual
publications, the actual interval between publications may vary from 11 to 13
months. New directory starts can be incorporated into the production schedule
without significant disruption because directory production is staggered
throughout the year. As of December 31, 1998, we had a production staff of
approximately 111 full-time employees.
Prior to 1995, we purchased specialized yellow pages data processing
services from a third-party provider to supplement our own internal
information processing and management functions. In 1995, we began eliminating
a substantial portion of third-party information processing services by
internally generating leads and processing white pages and yellow pages with
our own management information systems.
Major production initiatives since 1994 which have resulted in
significant savings, include:
- the conversion of yellow pages processing from a third-party vendor to
an internal process;
- the internal production of all in-column and display advertising
graphics and elimination of all third-party vendor graphic costs;
- internal processing of sales leads and elimination of third-party lead
processing costs;
- the re-negotiation and reduction of third-party charges for keying
data;
- the internal typesetting of pages;
- the internal production of community pages; and
- direct production cost reductions for white pages processing and cover
graphics.
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Our current production process includes post-sales, national sales order
processing, advertisement design and manufacturing, white pages licensing and
production, yellow pages production, community pages production and
pagination. Production operations are primarily managed in-house to minimize
costs and to assure a high level of accuracy.
After the in-house production process is complete, the directories are
then sent to outside vendors to be printed. We do not print any of our
directories but instead contract with a limited number of printers to print
and bind our directories. We contract with two outside vendors to distribute
our directories to each business and residence in our markets.
RAW MATERIALS
Our principal raw material is paper. We used approximately 16.4, 17.6,
18.2, 10.9 million pounds of directory grade paper for the years ended April
30, 1996, 1997, 1998 and the eight months ended December 31, 1998,
respectively, resulting in a total cost of paper during such periods of
approximately of $6.0 million, $5.8 million, $5.7 million and $4.3 million,
respectively. We do not purchase paper directly from the paper mills; instead,
our printers purchase the paper on our behalf at prices negotiated by us.
COMPETITION
The yellow pages directory advertising business is highly competitive.
There are over 250 independent publishers operating in competition with the
regional Bell operating companies and other telephone utilities. In most
markets, we compete not only with the local utilities, but also with one or
more independent yellow pages publishers. Other media in competition with
yellow pages for local business and professional advertising include
newspapers, radio, television, billboards and direct mail.
INTELLECTUAL PROPERTY
We have registered one trademark and one service mark used in our
business. In addition, each of our publications is protected under Federal
copyright laws. Telephone utilities are required to license directory listings
of names and telephone numbers that we then license for a set fee per name for
use in our white pages listings. Total licensing fees paid by us were $1.1
million and $0.4 million in the year ended April 30, 1998 and eight months
ended December 31, 1998, respectively. In addition, we believe that the phrase
"yellow pages" and the walking fingers logo are in the public domain in the
United States. Otherwise, we believe that we own or license the intellectual
property rights necessary to conduct our business.
EMPLOYEES
As of December 31, 1998, we employed approximately 819 full-time
employees, none of whom are members of a union. We believe that we have good
relations with our employees.
<PAGE> 11
ITEM 2. PROPERTIES
We house our corporate, administrative and production staff at our
headquarters located at 8344 Clairemont Mesa Boulevard, San Diego, California.
Information as of December 31, 1998 relating to our corporate headquarters and
other regional sales offices is set forth in the following table:
<TABLE>
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SQUARE TERM DESCRIPTION OF
LOCATION ADDRESS FOOTAGE EXPIRATION USE
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San Diego, CA.................. 8344 Clairemont Mesa 35,824 10/31/03 Corporate/Office/
Boulevard Sales/Production
Jackson, MI.................... 2 Universal Way 10,500 11/30/99 Sales Office
Houston, TX.................... 11243 Fuqua 9,600 3/31/01 Sales Office
Elmsford, NY................... 150 Clearbrook Road 8,775 12/31/00 Sales Office
Albany, NY..................... 501 New Karner Road, 7,565 3/31/99 Sales Office
Suite 1
Poughkeepsie, NY............... 4 Jefferson Street, 6,210 12/31/03 Sales Office
#500
Bedford, TX.................... 4001 Airport Fwy., 5,697 7/31/00 Sales Office
Suite 230
Louisville, KY................. 2300 Envoy Circle, 6,514 3/31/02 Sales Office
#2301
Stamford, CT................... 333 Ludlow Street 4,895 8/31/02 Sales Office
Indianapolis, IN............... 2601 Fortune Circle, E 3,943 11/30/02 Sales Office
#100
Nashville, TN.................. 2525 Perimeter Drive, 3,637 5/31/01 Sales Office
Suite 105
Manitou Beach, MI.............. 6155 U.S. 223 3,500 12/31/99 Sales Office
Kettering, OH.................. 3085 Woodman Drive, 3,312 12/31/00 Sales Office
Suite 120
Oklahoma, OK................... 4901 W. Reno, Suite 800 2,931 6/30/02 Sales Office
ElDorado Hills, CA............. 5160 Robert J. Matthews 2,800 7/31/99 Sales Office
Boulevard, #4
</TABLE>
We lease 30 other sales offices for more remote sales areas and
periodically lease facilities for storage of directories.
ITEM 3. LEGAL PROCEEDINGS
We are a party to various litigation matters incidental to the conduct of
our business. Management does not believe that the outcome of any of the
matters in which we are currently involved will have a material adverse effect
on our financial condition or the results of our operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
Not applicable.
<PAGE> 12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established public trading market for Holdings' partnership
units, and it is not expected that such a market will develop in the future.
As of February 28, 1999, Holdings had outstanding an aggregate of
1,269,502 Class A Common Units, and 9,547 Class B Common Units.
In the eight months ended December 31, 1998, Holdings issued an aggregate
of 3,275 Class A Common Units, 231 Class B Common Units and 1,673 Preferred
Units for aggregate consideration of approximately $0.3 million to existing
management employees. All of these securities were repurchased from managers
who left the Company. These issuances were exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, as
transactions not involving a public offering.
Distributions on Holdings' partnership units are governed by Holdings'
Third Amended and Restated Partnership Agreement, as amended. The payments of
distributions by Holdings is restricted by the indenture relating to its Series
B 11 7/8% Senior Discount Notes due 2008 (the "Discount Notes"). In addition,
the ability of Holdings' subsidiaries to distribute funds to Holdings for the
payments of distributions is limited by the terms of certain of such
subsidiaries' indebtedness. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Liquidity and Capital Resources."
In April 1998, Holdings and its wholly-owned subsidiary, TWP Capital Corp.,
exchanged $100,000,000 of their Series B Discount Notes, which were registered
under the Securities Act of 1933, for their outstanding Series A 11 7/8% Senior
Discount Notes due 2008, which had been privately placed in 1997.
<PAGE> 13
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth for the periods indicated selected
historical consolidated financial data for Holdings. The following selected
historical consolidated financial data are qualified by the more detailed
consolidated financial statements of Holdings and the notes thereto
included elsewhere in this annual report and should be read in conjunction
with such consolidated financial statements and notes and the discussion under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Annual Report.
On May 1, 1998, our fiscal year end was changed from April 30 to December
31. Starting with the quarter ending September 30, 1998, we began reporting on
a calendar year end basis.
The consolidated statement of operations data for the years ended April
30, 1996, 1997 and 1998 and the eight months ended December 31, 1998 and
balance sheet data as of April 30, 1997 and 1998 and as of December 31, 1998,
have been derived from Holdings' consolidated financial statements included
elsewhere in this annual report.
The consolidated statement of operations data for the years ended April
30, 1994 and 1995 and balance sheet data as of April 30, 1994, 1995 and 1996,
have been derived from Holdings' audited financial statements which do not
appear in this annual report. The consolidated statement of operations data for
the eight months ended December 31, 1997 and balance sheet data as of December
31, 1997 have been derived from unaudited consolidated financial statements
which, in the opinion of management, have been prepared on the same basis as
the audited consolidated financial statements and contain all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the results of operations for the unaudited interim period.
<PAGE> 14
<TABLE>
<CAPTION>
EIGHT MONTHS ENDED
YEARS ENDED APRIL 30, DECEMBER 31,
--------- -------- -------- -------- -------- -------- --------
1998 1997 1996 1995 1994 1998 1997
--------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
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STATEMENT OF OPERATIONS DATA:
Net revenues.................. $ 100,143 $ 91,414 $ 77,731 $ 69,845 $ 62,219 $ 61,071 $ 52,326
Cost of revenues.............. 20,233 19,500 18,202 16,956 18,788 12,694 11,998
--------- -------- -------- -------- ------- --------- --------
Gross profit.................. 79,910 71,914 59,529 52,889 43,431 48,377 40,328
Operating expenses:
Sales and marketing......... 40,290 36,640 29,919 27,671 26,301 27,530 22,852
General and
administrative............ 16,594 16,821 14,276 13,279 13,037 12,176 10,596
Contribution to Equity
Compensation Plan......... 5,543 -- 796 525 -- -- 5,543
--------- -------- -------- -------- ------- --------- --------
Total operating expenses...... 62,427 53,461 44,991 41,475 39,338 39,706 38,991
--------- -------- -------- -------- ------- --------- --------
Income from operations........ 17,483 18,453 14,538 11,414 4,093 8,671 1,337
Other income (expense), net... 82 48 375 470 344 242 (23)
Interest expense.............. (15,246) (7,816) (6,630) (4,345) (2,951) (14,511) (7,878)
--------- -------- -------- -------- ------- --------- --------
Income (loss) before
extraordinary item.......... 2,319 10,685 8,283 7,539 1,486 (5,598) (6,564)
Extraordinary item(a)......... (4,791) -- (1,368) (392) -- -- (4,791)
--------- -------- -------- -------- ------- --------- --------
Net income (loss):............ $ (2,472) $ 10,685 $ 6,915 $ 7,147 $ 1,486 $ (5,598) $(11,355)
========= ======== ======== ======== ======= ========= ========
OTHER DATA:
Depreciation and
amortization................ $ 7,086 $ 6,399 $ 4,691 $ 4,593 $ 4,603 $ 4,610 $ 4,402
Capital expenditures.......... 996 1,034 484 496 769 824 706
Cash flows provided by (used
for):
Operating activities........ 15,681 15,302 13,091 14,608 9,853 4,474 9,084
Investing activities........ (9,200) (3,592) (5,713) (2,838) (3,121) (22,156) (12,938)
Financing activities........ (6,223) (11,776) (6,992) (11,550) (6,075) 30,237 9,412
EBITDA(b)..................... 30,194 24,900 20,400 17,002 9,040 13,500 5,700
EBITDA margin(c).............. 30.2% 27.2% 26.2% 24.3% 14.5% 22.1% 10.9%
Gross profit margin........... 79.8% 78.7% 76.6% 75.7% 69.8% 79.2% 77.1%
Bookings(d)................... $ 99,492 $ 86,859 $ 75,709 $ 70,013 $ 64,269 $ 70,281 $ 65,848
Advance payments as a % of net
revenue(e).................. 46.0% 45.1% 41.0% 36.9% 31.8% 47.4% 47.3%
Number of accounts(f)......... 97,479 93,157 84,117 77,371 71,832 61,697 52,071
Average net revenues per
account(g).................. $ 1,027 $ 981 $ 924 $ 903 $ 866 $ 990 $ 1,005
Number of directories.
published................... 139 128 118 106 97 84 76
Ratio of earnings to fixed
charges(h):................. 1.52x 2.29x 2.28x 2.69x 1.44x 0.62x 0.88x
BALANCE SHEET DATA
(AT END OF PERIOD):
Working capital............... $ 5,438 $ 24 $ 2,088 $ 3,496 $12,034 $ 15,297 $ 3,998
Total assets.................. 61,997 48,231 47,423 41,831 43,879 91,797 54,299
Total debt.................... 214,038 78,435 84,410 47,961 25,724 249,216 212,897
Partnership (deficit)(i)...... (179,027) (50,722) (55,606) (22,721) 4,458 (184,797) (160,173)
</TABLE>
See accompanying notes to Selected Financial Data.
<PAGE> 15
NOTES TO SELECTED FINANCIAL DATA
(DOLLARS IN THOUSANDS)
(a) "Extraordinary item" represents the write-off of unamortized debt
issuance costs related to the repayment of debt prior to maturity. See
Note 4 of the Notes to the Consolidated Financial Statements contained
elsewhere in the annual report.
(b) "EBITDA" is defined as income (loss) before extraordinary item plus
interest expense, discretionary contributions to the company's Equity
Compensation Plan, which represent special distributions to the company's
Equity Compensation Plan in connection with refinancing transactions, 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. Contributions to the Equity
Compensation Plan were $525 for the year ended April 30, 1995, $796 for
the year ended April 30, 1996 and $5,543 for the year ended April 30,
1998. EBITDA is not a measure of performance under generally accepted
accounting principles. 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
generally accepted accounting principles, 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.
(c) "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.
(d) "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. In the year ended April 30, 1997, net revenues
included $4,200 from acquired directories, while bookings do not reflect
this adjustment "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Overview."
(e) "Advance payments as a percentage of net revenues" is defined as, for a
given period, all cash deposits received on advertising orders prior to
revenue recognition as a percentage of net revenues recognized upon
directory distribution.
(f) "Number of accounts" is defined as the total number of advertising
accounts for all directories published during a given period. Customers
are counted as multiple accounts if advertising in more than one
directory.
(g) "Average net revenues per account" is defined as net revenues divided by
the number of accounts.
<PAGE> 16
(h) "Ratio of earnings to fixed charges" is calculated by dividing earnings
by fixed charges. Earnings consist of income (loss) before extraordinary
item plus contributions to the Equity Compensation Plan plus fixed
charges. Fixed charges consist of interest, whether expensed or
capitalized, amortization of debt issuance costs, whether expensed or
capitalized, and an allocation of one-fourth of the rental expense from
operating leases which management considers to be a reasonable
approximation of the interest factor of rental expense.
(i) Partnership (deficit) is the value of equity contributions to Holdings
by its partners plus net income of Holdings less distributions for income
taxes and distributions related to recapitalization transactions completed
during fiscal 1996 and 1998. Member distributions for income taxes
during the years ended April 30, 1996, 1997 and 1998 totaled $3,400,
$5,801 and $2,100, respectively. Member distributions related to
recapitalization transactions completed in the years ended April 30, 1996
and 1998 totaled $36,400 and $174,381, respectively. Also, in connection
with the November 1995 refinancing of Holdings' predecessor, $36 million
was distributed to the limited and general partners of Holdings'
predecessor. Furthermore, in connection with the October 1997 refinancing
of Holdings' predecessor, $174.4 million was distributed to the limited
and general partners of Holdings' predecessor.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (AMOUNTS IN THOUSANDS)
TransWestern Publishing Company, L.P. (the "Partnership") was formed in
1993 to acquire the TransWestern Publishing Division of US West Marketing
Resources Group, Inc., a subsidiary of US WEST INC. In October 1997, the
Partnership completed a $312.7 million recapitalization (the
"Recapitalization"). In November 1997, the Partnership formed and contributed
substantially all of its assets to TransWestern and TransWestern assumed or
guaranteed all of the liabilities of the Partnership and the Partnership
changed its name to TransWestern Holdings L.P. As a result of this
transaction, Holdings' only assets are all of the membership interests of
TransWestern. All of the operations that were previously being conducted by
the Partnership are being conducted by TransWestern.
On May 1, 1998, the Board of Directors of TransWestern Communications
Company, Inc. ("TCC"), the general partner of Holdings, authorized the change
of our fiscal year from a fiscal year Ending April 30 to a fiscal year
ending December 31. Starting with the quarter ending September 30, 1998, we
began reporting on a calendar year end basis.
OVERVIEW
Revenue Recognition. 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 other
operating costs are recognized during the period when incurred. As the number
of directories 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.
<PAGE> 17
Notwithstanding significant monthly fluctuation in net revenues
recognized based on actual distribution dates of individual directories, our
bookings and cash collection activities generally occur at a 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, vary less than net
revenues or EBITDA:
<TABLE>
<CAPTION>
TWELVE MONTHS ENDING APRIL 30,
---------------------------------------------------------------------------------------------
1998 1997 1996
---------------------------- ---------------------------- ----------------------------
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
------ ----- ----- ---- ---- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenues............. $19.2 $19.1 $21.9 $39.9 $23.3 $14.7 $23.5 $29.9 $20.7 $14.7 $20.9 $21.4
EBITDA................... 4.0 3.3 6.2 16.7 5.8 2.6 6.9 9.6 5.5 2.4 7.0 5.5
Bookings................. 22.7 27.3 23.0 26.5 20.5 23.9 21.4 21.1 18.1 20.0 17.6 20.0
Advance payments......... 11.1 11.8 11.0 12.5 8.8 10.1 10.4 12.2 8.0 8.0 8.2 9.6
Total cash receipts...... 22.6 24.1 20.4 24.0 18.5 20.9 20.0 22.6 17.7 18.0 17.4 19.5
</TABLE>
For definitions of "EBITDA," "Bookings," and "advance payments" see the
notes to Item 6 "Selected Financial Data."
Revenue Growth. A key factor in our company's revenue growth has been
the increase in the number of directories published. Compared to 1996, the
number of directories owned has increased by 50, from 118 to 168 as of
December 31, 1998, and we increased our total number of accounts from nearly
84,000 to more than 106,000. The growth in directories was primarily due to
acquiring directories that expanded our presence in northern California,
upstate New York, western Massachusetts, southern Indiana, eastern Ohio,
southern Michigan, Pennsylvania, Kentucky and Tennessee. Excluding acquired
directories, our net revenues grew 7.2%, 6.7%, and 7.1% for the years ended
April 30, 1996, 1997 and 1998 and 4.1% for the eight months ended December
31, 1998. Our average revenue per account increased from $959 in the year
ended April 30, 1996 to $1,001 in the year ended April 30, 1997 and to $1,027
for the year ended April 30, 1998, and from $1,005 in the eight months ended
December 31, 1997 to $1,016 in the eight months ended December 31, 1998. Our
overall revenue renewal and account retention rates have averaged 88% and
76%, respectively, over the last three years ended April 30, 1998.
Bookings. The length of the measurement periods for revenues and
bookings are the same; however, the measurement period for bookings for each
month is the thirty-day period ending on the twentieth of that month.
Consequently, the measurement period for bookings lags the measurement period
for revenue and other items by 10 days. Growth in bookings, which is closely
correlated with the number of account executives, was 14.5% for the year
ended April 30, 1998 versus the year ended April 30, 1997. To facilitate
future growth, we increased the size of our sales force by approximately
12.5% from an average 389 in the year ended April 30, 1997, to an average of
438 during the year ended April 30, 1998. We employed an average of 482
account executives over the eight month period ended December 31, 1998.
<PAGE> 18
Cost of Revenues. Our principal operating costs are production, paper
and printing. Total operating costs represented 20.2% of net revenues for the
year ended April 30, 1998 compared to 21.3% for the year ended April 30,
1997, and 20.8% for the eight months ended December 31, 1998 compared to
22.9% for the same period in 1997. At the individual directory level,
production, printing, distribution and licensing costs are largely fixed for
an established circulation, resulting in high marginal profit contribution
from incremental advertising sales into an existing directory. Since 1995,
our constant focus on process improvement and increased productivity has
enabled us to minimize additional production and administrative costs while
increasing the number of directories.
Our principal raw material is paper. We used approximately 16.4 million,
17.6 million and 18.2 million pounds of directory grade paper for the years
ended April 30, 1996, 1997 and 1998, respectively, resulting in a total cost
of paper during such periods of approximately $6.0 million, $5.8 million and
$5.7 million, respectively. We used 10.9 million pounds of paper during the
eight months ended December 31, 1998 for a total cost of approximately $4.3
million.
White pages listings are licensed from telephone utilities for a set fee
per name and the number of listings correspond directly to planned
circulation and does not fluctuate. Total licensing fees incurred by us were
$1.1 million for the year ended April 30, 1998 and $0.4 million for the eight
months ended December 31, 1998. Distribution is provided by two third-party
vendors at a fixed delivery cost per directory as established by individual
market.
Selling and Marketing Expenses. Direct sales expense correlates closely
with the size of our sales force. As we continue to increase the number of
directories and to expand our total customer base, the number of account
executives required to complete the annual selling cycle grows accordingly.
Our ability to complete selling each directory within a prescribed time frame
depends on account executive staffing levels and productivity. Historically,
we have experienced a high turnover rate among our account executives,
particularly among new hires, and therefore continue to invest in recruiting
and training account executives to build the size of our sales force and to
continue to grow revenue. The number of account executives has grown from 345
as of April 30, 1996 to 532 as of December 31, 1998.
Cash Flow Management. We have instituted several policies to accelerate
customer payments including:
- requiring customers to make minimum deposits on their annual purchase
at the time of contract signing;
- requiring customers with small advertising purchases to pay 100% at
the time of contract signing;
- offering a cash discount to customers who pay 100% at the time of
contract signing;
- providing commission incentives to account executives to collect
higher customer deposits earlier in the sales process;
- shortening customer payment terms from 12 months to eight months or
less; and
<PAGE> 19
- requiring new customers to begin payments immediately after contract
signing rather than waiting for the directory to be distributed.
As a result of these initiatives which began in 1994, advance payments
received prior to directory publication as a percentage of net revenues has
increased from 41.0% for the year ended April 30, 1996 to 46.0% for the year
ended April 30, 1998. Advance payments in the eight months ended December 31,
1998 were 47.4% of net revenues compared to 47.3% in the same period in 1997.
Although we collect an advance payment from most advertisers, credit is
extended based upon the size of the advertising program and customer
collection history. While our accounts receivable are not subject to any
concentrated credit risk, credit losses represent a cost of doing business
due to the nature of our customer base, largely local businesses, and the use
of extended credit terms. Generally, for larger and established accounts,
credit may be extended under eight to 12 month installment payment terms. In
addition, customers are given credits for the current year when errors occur
in their advertisements. A reserve for bad debt and errors is established
when revenue is recognized for individual directories. The estimated bad debt
expense is determined on a market by market basis taking into account prior
years' collection history.
Actual write-offs are taken against the reserve when management
determines that an account is uncollectible, which typically will be
determined after completion of the next annual selling cycle. Therefore,
actual account write-offs may not occur until 18 to 24 months after a
directory has been published. The estimated provision for bad debt equaled
9.1%, 9.8% and 9.1% of net revenues for the years ended April 30, 1996, 1997
and 1998, respectively. Actual account write-offs equaled 9.8% in the year
ended April 30, 1996. As described above, actual account write-offs for the
years ended April 30, 1997 and 1998 have not yet been determined. Based on
current estimates, we believe that actual write-offs for the year ended April
30, 1997 will total approximately $8.2 million or 9.0% of net revenues.
Management regularly reviews actual write-offs of accounts receivable as
compared to the reserve estimates made at the time individual directories are
published.
RESULTS OF OPERATIONS
The following table summarizes the company's results of operations as a
percentage of revenue for the periods indicated:
<TABLE>
<CAPTION>
EIGHT MONTHS
TWELVE MONTHS ENDED
ENDED APRIL 30, DECEMBER 31,
----------------------- --------------
1998 1997 1996 1998 1997
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Net revenues.......................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues...................... 20.2 21.3 23.4 20.8 22.9
----- ----- ----- ----- -----
Gross profit.......................... 79.8 78.7 76.6 79.2 77.1
Sales and marketing................... 40.2 40.1 38.5 45.1 43.7
General and administrative............ 22.1 18.4 19.4 19.9 30.8
----- ----- ----- ----- -----
Income from operations................ 17.5% 20.2% % 18.7% 14.2% 2.6%
===== ===== ===== ===== =====
EBITDA................................ 30.2% 27.2% % 26.2% 22.1% 10.9%
===== ===== ===== ===== =====
</TABLE>
For the definition of "EBITDA," see the notes to Item 6 "Selected
Financial Data."
<PAGE> 20
EIGHT MONTHS ENDED DECEMBER 31, 1998 COMPARED TO EIGHT MONTHS ENDED
DECEMBER 31, 1997
Net revenues increased $8.8 million, or 16.7%, from $52.3 million in the
eight months ended December 31, 1997 to $61.1 million in the same period in
1998. We published 84 directories in the eight months ended December 31, 1998
compared to 76 in the same period in 1997. The net revenue growth was due to
year to year growth in the same 68 directories published during both periods
of $3.3 million, $6.6 million from nine new directories and $3.9 million from
seven directories for which the publication date moved into the period;
offset by $5.1 million of net revenues associated with eight directories
published in the eight months ended December 31, 1997 but not in the same
period in 1998.
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, same book revenue growth for the 68
directories published in both periods was 7.0%.
Cost of revenues increased $0.7 million, or 5.8%, from $12.0 million in
the eight months ended December 31, 1997 to $12.7 million in the same period
in 1998. The increase was the result of $1.2 million of costs associated with
nine new directories published in the eight months ended December 31, 1998
and $0.7 million in costs associated with seven books published in the eight
months ended December 31, 1998, but not in the same period in 1997; offset by
$1.2 million of costs associated with eight directories published during the
eight months ended December 31, 1997, but not in the same period in 1998. A
decrease in direct costs of publishing the same 68 books in the eight months
ended December 31, 1998 and 1997 of $0.3 million was substantially offset by
increased indirect production costs of $0.2 million.
As a result of the above factors, gross profit increased $8.0 million, or
20.0%, from $40.3 million in the eight months ended December 31, 1997 to $48.4
million in the same period in 1998. Gross margin increased from 77.1% in the
eight months ended December 31, 1997 to 79.2% in the same period in 1998 as a
result of reduced production costs and license fees and increased sales on a
same directory basis.
Selling and marketing expenses increased $4.7 million, or 20.5%, from
$22.9 million in the eight months ended December 31, 1997 to $27.6 million in
the same period in 1998. The increase was attributable to $1.2 million of
costs associated with nine new directories, $0.6 million of additional sales
costs for the same 68 directories published during both periods, $1.0 million
of costs associated with seven directories that published in the eight months
ended December 31, 1998 but not in the same period in 1997, $2.0 million of
higher sales management costs and a $1.0 million increase in the provision for
bad debt for write-offs due primarily to an increase in net revenue. These
increases were partially offset by $1.0 million of reduced selling and
marketing expenses associated with the eight directories published in the
eight months ended December 31, 1997 but not in the same period in 1998.
Selling and marketing expense as a percentage of net revenues increased from
43.7% in the eight months ended December 31, 1997 to 45.1% in the same period
in 1998 primarily as a result of the reorganization of the company's sales
management and the addition of account executives.
<PAGE> 21
General and administrative expense decreased $3.9 million, or 25%, from
$16.1 million for the eight months ended December 31, 1997 to $12.2 million
for the same period in 1998 primarily as a result of the contribution of $5.5
million to our Equity Contribution Plan that was made in connection with the
recapitalization of our company that was completed in October 1997. There were
no such contributions in the eight months ended December 31, 1998. Exclusive
of the contribution to our Equity Compensation Plan, general and
administrative expenses increased $1.6 million, or 14.9%, from $10.6 million
in the eight months ended December 31, 1997 to $12.2 million in the same
period in 1998 due primarily to additional professional fees incurred related
to the recapitalization of $0.3 million, increased recruiting and temporary
employee costs of $0.2 million, internet service related costs of $0.3
million, higher amortization of acquisition related intangibles of $0.2
million, and higher incentive based compensation of $0.2 million.
As a result of the above factors, income from operations increased $7.4
million, or 548.5%, from $1.3 million in the eight months ended December 31,
1997 to $8.7 million in the same period in 1998. Income from operations as a
percentage of net revenues increased from 2.6% in the eight months ended
December 31, 1997 to 14.2% in the same period in 1998.
Interest expense increased $6.6 million, or 84.2%, from $7.9 million in
the eight months ended December 31, 1997 to $14.5 million in the same period
In 1998.
Loss before extraordinary item decreased $(1.0) million, or 14.7%, from
a loss of $(6.6) million in the eight months ended December 31, 1997 to a
loss of $(5.6) million in the same period in 1998.
TWELVE MONTHS ENDED APRIL 30, 1998 COMPARED TO TWELVE MONTHS ENDED APRIL
30, 1997
Net revenues increased $8.7 million, or 9.5%, from $91.4 million in the
twelve months ended April 30, 1997 to $100.1 million in the same period in
1998. We published 139 directories in the twelve months ended April 30, 1998
as compared to 128 in the twelve months ended April 30, 1997. The net revenue
growth was due to growth in the same 123 directories of $6.0 million, $0.7
million of revenue from five new directories and $5.7 million of revenue from
11 directories that moved into the period; partially offset by $3.7 million
of net revenues associated with five directories that published in the twelve
months ended April 30, 1997 but not in the same period in 1998.
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, same book revenue growth for the 123
directories published in both periods was 6.8%. In addition, the average
revenue per account was 6.4% higher in the same books in the twelve months
ended April 30, 1998 than in the same period in 1997.
Cost of revenues increased $0.7 million, or 3.8%, from $19.5 million in
the twelve months ended April 30, 1997 to $20.2 million in the same period in
1998. The increase was the result of $0.3 million of costs associated with 5
new directories published during the twelve months ended April 30, 1998, $1.5
million of costs associated with 11 books that published in the twelve months
ended April 30, 1998, but not in the same period in 1997 and $137,000 of
additional production and distribution overhead costs; offset by $0.5 million
of lower costs for the same 123 directories published in both periods and
$0.7 million of costs associated with 5 directories published during the
<PAGE> 22
twelve months ended April 30, 1997, but not in the same period in 1998. For
the same 123 directories that were published in both periods, cost of
revenues as a percentage of net revenues decreased from 21.3% in 1997 to
19.7% in 1998, primarily due to a decrease in printing and production costs
and license fees.
As a result of the above factors, gross profit increased $8.0 million,
or 11.1%, from $71.9 million in the twelve months ended April 30, 1997 to
$79.9 million in the same period in 1998. Gross margin increased from 78.7%
in the twelve months ended April 30, 1997 to 79.8% in the twelve months ended
April 30, 1998 as a result of reduced printing and production costs and
license fees and increased sales on a same directory basis.
Selling and marketing expense increased $3.7 million, or 10.0%, from
$36.6 million in the twelve months ended April 30, 1997 to $40.3 million in
the same period in 1998. The increase was attributable to $0.3 million of
costs associated with 5 new directories, $1.9 million of additional sales
costs on the same 128 directories, $1.4 million of costs associated with 11
books that published in the twelve months ended April 30, 1998 but not in the
same period in 1997, $468,000 of higher sales management costs, and a
$368,000 increase in the provision for bad debt for write-offs due to the
change in the mix of directories published in the twelve months ended April
30, 1998 as compared to the same period in 1997.
These increases were partially offset by $0.7 million of reduced selling
and marketing expenses associated with the five directories that published in
the twelve months ended April 30, 1997 but not in the same period in 1998.
Selling and marketing expense as a percentage of net revenues increased
slightly from 40.1% in the twelve months ended April 30, 1997 to 40.2% in the
same period in 1998.
General and administrative expense increased $5.3 million, or 31.6%,
from $16.8 million in the twelve months ended April 30, 1997 to $22.1 million
in the same period in 1998 as a result of a contribution to our Equity
Compensation Plan of $5.5 million made on October 1, 1997 in connection with
the recapitalization of our company. There were no such contributions in the
twelve months ended April 30, 1997.
Exclusive of the contribution to the Equity Compensation Plan, general
and administrative expenses decreased $227,000 as a result of general cost
containment measures by the company. General and administrative expense as a
percentage of net revenues increased from 18.4% in the twelve months ended
April 30, 1997 to 22.1% in the same period in 1998.
As a result of the above factors, income from operations decreased $1.0
million, or 5.3%, from $18.5 million in the twelve months ended April 30,
1997 to $17.5 million in the same period in 1998. Income from operations as a
percentage of net revenues decreased from 20.2% in the twelve months ended
April 30, 1997 to 17.5% in the same period in 1998.
Interest expense increased $7.4 million, or 95.1%, from $7.8 million in
the twelve months ended April 30, 1997 to $15.2 million in the same period in
1998.
Income before extraordinary item decreased $8.4 million, or 78.3%, from
$10.7 million in the twelve months ended April 30, 1997 to $2.3 million in
the same period in 1998.
<PAGE> 23
TWELVE MONTHS ENDED APRIL 30, 1997 COMPARED TO TWELVE MONTHS ENDED APRIL
30, 1996
Net revenues increased $13.7 million, or 17.6%, from $77.7 million in
the twelve months ended April 30, 1996 to $91.4 million in the same period in
1997. We published 128 directories in the twelve months ended April 30, 1997
as compared to 118 directories in the same period in 1996. The net revenue
growth was due to $9.5 million from 21 new directories published in the
twelve months ended April 30, 1997, an increase in net revenues of $5.6
million in the same 106 directories published in both periods, and $2.0
million from the second publication of a directory during the twelve months
ended April 30, 1997; offset by $3.4 million of net revenues associated with
12 directories published in the twelve months ended April 30, 1996 but not in
the same period in 1997.
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, same book revenue growth for the 106
directories published in both periods was 7.8%. In addition, the average
revenue per account was 4.8% higher in the twelve months ended April 30, 1997
than in the same period in 1996.
Cost of revenues increased $1.3 million, or 7.1%, from $18.2 million in
the twelve months ended April 30, 1996 to $19.5 million in the same period in
1997. The increase was the result of $2.7 million of costs associated with 21
new directories published in the twelve months ended April 30, 1997 and $0.5
million of additional production and distribution overhead costs; offset by
$1.0 million of lower costs for the same 106 directories published in both
the twelve months ended April 30, 1997 and 1996, and $0.9 million of costs
associated with 12 directories published during the twelve months ended April
30, 1996, but not in the same period in 1997. For the same 106 directories
that were published in both years, cost of revenues as a percentage of net
revenues improved from 23.4% in the twelve months ended April 30, 1996 to
21.3% in the same period in 1997, primarily due to a decrease in printing and
production costs and license fees.
As a result of the above factors, gross profit increased $12.4 million,
or 20.8%, from $59.5 million in the twelve months ended April 30, 1996 to
$71.9 million in the same period in 1997. Gross margin increased from 76.6%
in the twelve months ended April 30, 1996 to 78.7% in the same period in 1997
as a result of reduced printing and production costs and license fees and
increased sales on a same directory basis.
Selling and marketing expense increased $6.7 million, or 22.5%, from
$29.9 million in the twelve months ended April 30, 1996 to $36.6 million in
the same period in 1997. The majority of the increase was attributable to
increased sales staffing for new and acquired directories, the establishment
of a permanent sales office in the Nashville, Tennessee market and an
increase in the provision for bad debt for write-offs on directories expected
to be published in the twelve months ended April 30, 1995. Selling and
marketing expense as a percentage of net revenues increased from 38.5% in the
twelve months ended April 30, 1996 to 40.1% in the same period in 1997.
<PAGE> 24
General and administrative expense increased $1.7 million, or 11.6%,
from $15.1 million in the twelve months ended April 30, 1996 to $16.8 million
in the same period in 1997, primarily as a result of increased depreciation
and amortization. General and administrative expense as a percentage of net
revenues decreased from 19.4% in the twelve months ended April 30, 1996 to
18.4% in the same period in 1997.
As a result of the above factors, income from operations increased $3.9
million, or 26.9%, from $14.5 million in the twelve months ended April 30,
1996 to $18.5 million in the same period in 1997. Income from operations as a
percentage of net revenues increased from 18.7% in the twelve months ended
April 30, 1996 to 20.2% in the same period in 1997.
Interest expense increased $1.2 million, or 17.9%, from $6.6 million in
the twelve months ended April 30, 1996 to $7.8 million in the same period in
1997.
Income before extraordinary item increased $2.4 million, or 29.0%, from
$8.3 million in the twelve months ended April 30, 1996 to $10.7 million in
the same period in 1997.
LIQUIDITY AND CAPITAL RESOURCES
Capital expenditures were $0.5 million, $1.0 million and $1.0 million
for the twelve months ended April 30, 1996, 1997 and 1998, respectively and
$0.7 million and $0.8 million in the eight months ended December 31, 1997 and
1998 respectively. Capital spending is used largely for computer hardware and
software upgrades for the maintenance of production and operating systems. As
of December 31, 1998, we did not have any material commitments for capital
expenditures.
Through our focus on increasing customer advance payments and the
acceleration of cash receipts, we have been able to reduce working capital
requirements despite strong revenue growth. Net accounts receivable, which
represents the largest component of working capital, increased to $26.1
million as of April 30, 1998 compared to $23.3 million as of April 30, 1997
and $21.4 million as of April 30, 1996. Net accounts receivable was $20.9
million as of December 31, 1998. Advance payments as a percentage of net
revenues increased from 41.0% for the twelve months ended April 30, 1996 to
45.1% for the same period in 1997 and 45.9% in the same period in 1998.
Advance payments in the eight months ended December 31, 1998 were 47.4% of
net revenues compared to 47.3% in the same period in 1997. Working capital
increased $5.4 million as of April 30, 1998 compared to April 30, 1997
primarily due to the reduction in the current maturity of debt due to the
recapitalization of our company completed in October 1997. Working capital
increased $11.3 million as of December 31, 1998 as compared to December 31,
1997 due to drawing on our revolving credit facility in anticipation of
payment for directories acquired in early 1999. Working capital decreased
$2.0 million for the twelve months ended April 30, 1997 due to increased
current debt related to the refinancing completed in the twelve months ended
April 30, 1996.
Net cash provided by operating activities was approximately $13.1
million, $15.3 million and $15.7 million in the twelve months ended April 30,
1996, 1997 and 1998, respectively. The increase from 1996 to 1997 was
primarily related to the $3.8 million increase in net income and increased
non-cash charges for depreciation, amortization and provision for bad debt
along with an approximate $1.0 million reduction in write-offs of doubtful
accounts to an amount which is in line with normal levels associated with the
<PAGE> 25
growth in revenue. Also, the use of cash in the twelve months ended April 30,
1997 from increased trade receivables associated with higher revenues was
partially offset by the timing impact of accrued interest and accounts
payable balances totaling $1.9 million. The $0.4 million increase in
operating cash flows from 1997 to 1998 resulted from a combination of large
offsetting cash flows. Net cash provided by operating activities was $9.1
million and $4.5 million in the eight months ended December 31, 1997 and
1998, respectively, the decrease resulting primarily from higher payments for
interest and other current liabilities in 1998 compared to 1997.
Net cash used for investing activities was approximately $(5.7) million,
$(3.6) million and $(9.2) million in the twelve months ended April 30, 1996,
1997 and 1998, respectively. The decrease from 1996 to 1997 was caused by
reduced directory asset purchases compared to the twelve months ended April
30, 1996 and refinancing costs in 1996 which did not recur in 1997. The
increase in the twelve months ended April 30, 1998 was primarily a result of
increased directory acquisition related payments relative to 1997. Net cash
used by investing activities was $12.9 million and $22.1 million in the eight
months ended December 31, 1997 and 1998, respectively, with the increase
resulting primarily from increased directory acquisition related payments in
comparison to 1997.
Net cash provided (used) for financing activities was approximately
$(7.0) million, $(11.8) million and $(6.2) million in the twelve months ended
April 30, 1996, 1997 and 1998, respectively. The increased use from 1996 to
1997 was caused by a decrease in the net proceeds of long term debt as the
twelve months ended April 30, 1997 did not include any refinancing activity.
The decrease in funds in the twelve months ended April 30, 1998 relates
directly to the recapitalization of our company in October 1997. Net cash
provided by financing activities was $9.4 million and $30.2 million in the
eight months ended December 31, 1997 and 1998, respectively, the increase
resulting from the issuance of the Series B 9 5/8% Senior Subordinated Notes
due 2007 in 1998.
In connection with the recapitalization in October 1997, Holdings and
TransWestern incurred significant debt. As of December 31, 1998 Holdings had
total consolidated outstanding long term indebtedness of $249 million,
including $140 million of TransWestern's Series B and C 9 5/8% Senior
Subordinated Notes due 2007, (collectively, the "notes"), and $68 million of
outstanding borrowings under TransWestern's senior credit facility, which
ranks senior to the Series B and C notes and $37 million of Holdings' 11 7/8%
Senior Discount Notes due 2008. TransWestern had $40.0 million of additional
borrowing availability under the Senior Credit Facility, none of which was
outstanding at December 31, 1998.
Our principal sources of funds are cash flows from operating activities
and $40.0 million of available funds under our revolving credit facility.
Based upon 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, 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
<PAGE> 26
acquisitions and there can be no assurance that such capital will be
available.
In connection with our strategy of growing revenues from existing
directories, we have increased our sales force from 223 employees at April
30, 1993 to 532 at December 31, 1998. We seek to continue to increase the
absolute size of our sales force, however, exclusive of the effect of the
increase in the sales force due to acquisitions, we currently do not believe
that our sales force will increase at a rate equal to the percentage increase
from 1993 to 1998. The company does not believe that increases in the number
of its sales personnel will materially impact its liquidity.
The senior credit facility and the indentures governing TransWestern's
notes significantly restrict the distribution of funds by TransWestern and the
other subsidiaries of Holdings. We cannot assure you that the agreements
governing the indebtedness of Holdings' subsidiaries will permit such
subsidiaries to distribute funds to Holdings in amounts sufficient to pay the
accreted value or principal or interest on Holdings' Discount Notes when the
same becomes due, whether at maturity, upon acceleration or redemption or
otherwise. Holdings' Discount Notes will be effectively subordinated in right
of payment to all existing and future claims of creditors of subsidiaries of
Holdings, including the lenders under the senior credit facility, the holders
of TransWestern's notes and trade creditors.
YEAR 2000 READINESS STATEMENT
We have a Year 2000 ("Y2K") project team focusing on four key readiness
areas:
- business computer systems -- addressing hardware and software used in
our core operations;
- computing infrastructure -- addressing network servers, operating
software, voice networks, and phones;
- end user computing -- addressing hardware and software used in our
ancillary operations; and
- vendors/ suppliers -- addressing the preparedness of our key
suppliers.
For each readiness area, we are performing risk assessment, conducting
testing, and remediation, either retirement, replacement or conversion,
developing contingency plans to mitigate known risk, and communicating with
employees, suppliers, and other third parties to raise awareness of the Y2K
problem.
Business Computer Systems, Computing Infrastructure, and End User
Computing Readiness Programs. We, with the assistance of third parties, are
conducting an assessment of internal applications and computer hardware. Some
software applications already are or have been made year 2000 compliant and
resources have been assigned to address other applications based on their
importance and the time required to make them Y2K compliant. All software
remediation, Y2K compliance evaluation of hardware, including routers,
telecommunication equipment, workstations and other items is expected to be
completed by August 1999.
In addition to applications and information technology hardware, we are
developing remediation/contingency plans for embedded systems, facilities and
<PAGE> 27
other operations, such as financial and banking systems.
Vendors/Suppliers Readiness Program. This program focuses on minimizing
the risks associated with key suppliers. We have identified key suppliers and
are in the process of contacting them to solicit information on their Y2K
readiness. To date, we have received some responses, most of which indicate
that the suppliers are in the process of developing remediation plans. We are
also developing supplier action lists and contingency plans for key
suppliers.
We estimate that total Y2K costs will be approximately $0.7 million. Y2K
costs to be incurred by the end of the first quarter of 1999 will be
approximately $0.5 million. Management intends to periodically refine these
estimates over time as it continues to assess and develop alternatives. There
can be no assurance, however, that there will not be a delay in or increased
costs associated with, the programs described in this section.
Since the programs described in this section are ongoing, management has
not yet identified all potential Y2K complications. Therefore, the potential
impact of these complications on our financial condition and results of
operations cannot be determined at this time. If computer systems used by us
or our suppliers, the performance of products provided to us by our
suppliers, or the software applications we use to produce our products fail
or experience significant difficulties related to Y2K, our results of
operations and financial condition could be materially adversely affected.
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10K 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 Annual Report on Form 10K, the words
"anticipate," "believe," "estimate," "expect," "intends" and similar
expressions, as they relate to our company are intended to identify forward-
looking statements. Actual results could differ materially from those
projected in the forward-looking statements. Important factors that could
affect our results include, but are not limited to, (i) our high level
of indebtedness; (ii) the restrictions imposed by the terms of our
indebtedness; (iii) the turnover rate amongst our account executives; (iv) the
variation in our quarterly results; (v) risks related to the fact that a large
portion of our sales are to small, local businesses; (vi) our dependence on
certain key personnel; (vii) risks related to the acquisition
and start-up of directories; (viii) risks related to substantial competition in
our markets; (ix) risks related to changing technology and new product
developments; (x) the effect of fluctuations in paper costs;
(xi) the sensitivity of our business to general economic conditions; and
(xii) risks related to the success of our Year 2000 remediation efforts.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
N/A
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Refer to the Index on Page F-1 of the Financial Report included
herein.
<PAGE> 28
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information with respect to the
persons who are members of the Board of Directors (the "Board") of TCC, the
general partner of Holdings and the manager of TransWestern, or executive
officers of our company. TCC controls the policies and operations of our
company. The ages listed below are as of January 31, 1999.
<TABLE>
<CAPTION>
NAME AGE POSITION AND OFFICES
---- --- --------------------
<S> <C> <C>
Laurence H. Bloch.......... 45 Chairman of the Board, Secretary and Director
Ricardo Puente............. 45 President, Chief Executive Officer and Director
Joan M. Fiorito............ 44 Vice President, Chief Financial Officer and Assistant
Secretary
Marybeth Brennan........... 42 Vice President -- Operations
Cynthia M. Hardesty........ 43 Vice President -- Human Resources
Joseph L. Wazny............ 53 Vice President -- Information Services
Richard E. Beck............ 53 Executive Vice President -- Sales
Michael Bynum.............. 43 Executive Vice President -- Sales
Richard Mellert............ 54 Executive Vice President -- Sales
Ita Shea-Oglesby........... 41 Executive Vice President -- Sales
C. Hunter Boll............. 43 Director
Terrence M. Mullen......... 32 Director
Christopher J. Perry....... 43 Director
Scott A. Schoen............ 40 Director
Marcus D. Wedner........... 36 Director
</TABLE>
Laurence H. Bloch is Chairman and Secretary of TransWestern and Holdings
and has been a Director of TCC since 1993. Prior to October 1997, Mr. Bloch
served as Vice Chairman and Chief Financial Officer of the company. Before
joining the company, Mr. Bloch was Senior Vice President and Chief Financial
Officer of Lanxide Corporation, a materials technology company. Mr. Bloch was
a Vice President, then Managing Director of Smith Barney from 1985 to 1990,
prior to which he was Vice President, Corporate Finance with Thomson McKinnon
Securities, Inc. Mr. Bloch received a BA from the University of Rochester and
an MBA from Wharton Business School.
Ricardo Puente has been President of TransWestern and Holdings and a
Director of TCC since 1993 and became Chief Executive Officer in October
1997. Previously, he held the positions of Vice President of Sales and
Controller of TransWestern's predecessor which he joined in 1988. Before
joining TransWestern's predecessor, Mr. Puente held various financial
positions with the Pillsbury Company for nine years. After receiving his MS
in Accounting from the University of Miami, Mr. Puente was a senior auditor
with Touche Ross & Co. Mr. Puente earned a BS in Accounting from Florida
State University.
<PAGE> 29
Joan M. Fiorito is the Vice President, Chief Financial Officer and
Assistant Secretary of TransWestern and Holdings and prior to October 1997
was Vice President and Controller. Ms. Fiorito joined TransWestern's
predecessor in 1989 as Manager, Financial Planning & Analysis and
subsequently was promoted to Controller. Prior to joining TransWestern's
predecessor, Ms. Fiorito was Controller of Coastal Office Products. Ms.
Fiorito received a BS in Management from Dominican College and an MBA in
Finance from Fordham University.
Marybeth Brennan has been TransWestern's Vice President of Operations
since its formation in 1993. Ms. Brennan joined TransWestern's predecessor in
1987 as Production Manager, prior to which Ms. Brennan was Director of
Publications for Maynard-Thomas Publishing. Ms. Brennan received a BA in
English from Stonehill College.
Cynthia M. Hardesty was promoted to Vice President, Human Resources of
TransWestern effective January 1, 1999. Ms. Hardesty is responsible for all
human resource activities within TransWestern. Ms. Hardesty had served as
Director, Human Resources for the prior five years. She joined TransWestern's
predecessor in March, 1991 as a Senior Human Resources Associate. Prior to
joining TransWestern's predecessor, she was Manager of Employment and
Training with Emerald Systems. Ms. Hardesty has a BS in Business
Administration from National University.
Joseph L. Wazny has been the Vice President, Management Information
Systems of TransWestern since its formation in 1993. Before joining the
company, Mr. Wazny was Director of Systems Development and Director,
Information Systems with R.H. Donnelley Corp. Mr. Wazny graduated with a
degree in Business Administration and Computer Sciences from Roosevelt
University.
Richard E. Beck was promoted to Executive Vice President of TransWestern
effective November 1, 1998. Mr. Beck is responsible for negotiating with
companies regarding potential mergers and acquisitions as well as integrating
completed acquisitions into TransWestern. Mr. Beck has served as a District
Sales Manager for both Louisville and Houston. Most recently, Mr. Beck has
been serving as the Regional Vice President for the
Kentucky/Ohio/Indianapolis district. Mr. Beck joined TransWestern's
predecessor as District Sales Manager when it acquired Metro Publishing in
1986.
Michael Bynum was promoted to Executive Vice President of TransWestern
effective May 1, 1998. His responsibilities include the management of the
Oklahoma/Kansas Region, North Texas Region, Tennessee Region, and
Ohio/Kentucky/Indiana/Michigan Region. Since 1993, Mr. Bynum was Regional
Vice President overseeing the Oklahoma/ Kansas/Tennessee Region. Mr. Bynum
joined TransWestern's predecessor in 1985 as a sales associate and holds a BA
in Management from Cameron University.
Richard Mellert was promoted to Executive Vice President of TransWestern
effective May 1, 1998. His responsibilities include the management of the
Upstate New York Region, Midstate New York Region, and Downstate New York
Region. Since 1993, Mr. Mellert was Regional Vice President overseeing the
Upstate New York Region. Mr. Mellert joined TransWestern's predecessor in
1980. Mr. Mellert was promoted to District Sales Manager in 1991. Mr. Mellert
holds an AA degree from Dutchess Community College.
<PAGE> 30
Ita Shea-Oglesby was promoted to Executive Vice President of
TransWestern effective May 1, 1998. Her responsibilities include the
management of the South Texas, Louisiana Region and the Northern and Southern
California Regions. Since 1993, Ms. Shea-Oglesby was Regional Vice President
overseeing the South Texas, Louisiana Region and the Northern California
Region. Ms. Shea-Oglesby joined TransWestern's predecessor in 1983 and
previously held the positions of Area Sales Manager, Sales Trainer and
District Sales Manager. Ms. Shea-Oglesby earned a BA from Louisiana State
University.
C. Hunter Boll became a Director of TCC upon the consummation of the
recapitalization completed in October 1997. Mr. Boll is a Managing Director
of Thomas H. Lee Company where he has been employed since 1986. Mr. Boll is
also a Trustee of THL Equity Trust III, the General Partner of THL Equity
Advisors Limited Partnership III, which is the General Partner of Thomas H.
Lee Equity Fund III, L.P. Mr. Boll also serves as a Director of Big V
Supermarkets, Inc., New York Restaurant Group, Inc., Cott Corporation,
Freedom Securities Corporation and United Industries Corporation. Mr. Boll
holds an MBA from Stanford University and a BA from Middlebury College.
Terrence M. Mullen became a Director of TCC upon consummation of the
recapitalization completed in October 1997. Mr. Mullen is currently an
Associate of the Thomas H. Lee Company. Mr. Mullen worked at the Thomas H.
Lee Company from 1992 to 1994 and rejoined in 1996. From 1990 to 1992, Mr.
Mullen worked in the Corporate Finance Department of Morgan Stanley & Co.,
Incorporated. Mr. Mullen received a BBA in Finance and Economics from the
University of Notre Dame and an MBA from the Harvard Graduate School of
Business Administration.
Christopher J. Perry has been a Director of TCC since 1994. Mr. Perry is
currently Managing Director and President of Continental Illinois Venture
Corporation, a position he has held since 1994, and is also a Managing
Partner of CIVC Partners III. Mr. Perry has been at Bank of America or, prior
to its merger with Bank of America, Continental Bank, since 1985. Prior
positions with Bank of America or Continental Bank include Managing Director
and head of the Mezzanine Investments Group and Managing Director and head of
the Chicago Structured Finance Group. Prior to joining Continental Bank, Mr.
Perry was in the Corporate Finance Department of Northern Trust. In addition
to being a Director of TCC, Mr. Perry is a Director of General Roofing
Services, The Brickman Group, Ltd and RAM Reinsurance Company, Ltd. Mr.
Perry received a BS from the University of Illinois and an MBA from Pepperdine
University and is a certified public accountant.
Scott A. Schoen became a Director of TCC upon consummation of the
recapitalization completed in October 1997. Mr. Schoen is a Managing Director
of the Thomas H. Lee company where he has been employed since 1986. Mr.
Schoen is also a Trustee of THL Equity Trust III, the General Partner of THL
Equity Advisors Limited Partnership III, which is the General Partner of
Thomas H. Lee Equity Fund III L.P. Mr. Schoen also serves as Vice President
of Thomas H. Lee Advisors I and Thomas H. Lee Advisors II. Mr. Schoen is a
Director of Affordable Residential Communities LLC, Rayovac Corporation,
Syratech Corporation and United Industries Corporation. Mr. Schoen received a
BA in History from Yale University, a JD from Harvard Law School and an MBA
from the Harvard Graduate School of Business Administration. Mr. Schoen is a
member of the New York Bar.
<PAGE> 31
Marcus D. Wedner has been a Director of TCC since its formation in 1993.
Mr. Wedner is currently Managing Director of Continental Illinois Venture
Corporation, a position he has held since 1992, and is also a Managing
Partner of CIVC Partners III. Mr. Wedner joined Continental Illinois Venture
Corporation in 1988. Previously, Mr. Wedner held marketing and sales
management positions at Pacific Telesis Group and as an associate with
Goldman, Sachs & Co. In addition to being a Director of TCC, Mr. Wedner is a
Director of Teletouch Communications, Advanced Quick Circuits, L.P.,
Grapevine Communications, Inc., General Roofing Services and Precision Tube
Technology, Inc. Mr. Wedner holds a BA from the University of California at
Los Angeles and received an MBA from the Harvard Graduate School of Business
Administration.
At present, all Directors are elected and serve until a successor is
duly elected and qualified or until his or her earlier death, resignation or
removal. All members of the Board of Directors set forth herein were elected
pursuant to an investors agreement that was entered into in connection with
the Recapitalization. See "Certain Relationships and Related Transactions --
Investors Agreement." There are no family relationships between any of the
Directors of TCC or executive officers of the company. Executive officers of
the company are elected by and serve at the discretion of the Board of
Directors of TCC.
TCC's Board of directors has two committees, an audit committee and a
compensation committee. Messrs. Boll, Mullen and Perry serve on the audit
committee and Messrs. Boll, Schoen and Wedner serve on the compensation
committee.
The audit committee is responsible for making recommendations to TCC's
Board regarding the selection of independent auditors, reviewing the results
and scope of the audit and other services provided by the company's independent
auditors accountants and reviewing and evaluating the company's audit and
control functions. The compensation committee is responsible for determining
salaries and incentive compensation for executive officers and key employees
of the company.
TCC's Board may establish other committees from time to time to facilitate
the management of the company.
<PAGE> 32
ITEM 11. EXECUTIVE COMPENSATION
The compensation of executive officers of TransWestern is determined by
the compensation committee of the Board of TCC. The following Summary
Compensation Table includes individual compensation information for the
Chairman, the President and Chief executive Officer and each of the three other
most highly compensated executive officers of the company (collectively, the
"Named Executive Officers") for services rendered in all capacities to the
company during the fiscal periods ended April 30, 1997, 1998 and December 31,
1998. There were no stock options exercised during our last fiscal year nor
were there any options outstanding at the end of our last fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------------------------------------------------------------------
OTHER ANNUAL LTIP ALL OTHER
PERIOD(A) SALARY BONUS COMPENSATION(B) PAYMENTS(C) COMPENSATION(D)
--------- ------- ------- --------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Laurence H. Bloch................. 1 235,976 67,040 -- -- 10,529
Chairman of the Board 2 222,167 56,497 -- -- 48,946
and Secretary 3 222,167 222,167 -- -- 4,798
Ricardo Puente.................... 1 231,757 -- -- -- 21,618
President, Chief Executive 2 199,519 191,369 -- -- 134,734
Officer 3 199,519 171,822 -- -- 11,380
Marybeth Brennan.................. 1 140,945 40,043 -- 60,382 12,892
Vice President -- Operations.... 2 132,698 130,460 -- 50,700 28,922
3 132,698 120,030 -- 9,322 13,805
Joan M. Fiorito................... 1 134,574 39,700 -- 60,382 12,854
Vice President, Chief 2 119,461 118,394 -- 50,700 29,686
Financial Officer and 3 119,460 105,649 -- 9,322 14,449
Assistant Secretary
Richard Mellert................... 1 125,045 36,444 -- 60,382 12,804
Executive Vice
President -- Sales 2 111,236 162,254 -- 50,700 11,023
3 111,851 119,907 -- 9,322 9,400
</TABLE>
- --------------------------
(a) 1 -- refers to the twelve month period ended December 31, 1998
2 -- refers to the twelve month period ended April 30, 1998
3 -- refers to the twelve month period ended April 30, 1997
(b) None of the prerequisites and other benefits paid to each named executive
officer exceeded the lesser of $50,000 or 10% of the annual salary and
bonus received by each Named Executive Officer.
(c) Represents distributions made pursuant to the company's Equity
Compensation Plan. See "Equity Compensation Arrangements."
<PAGE> 33
(d) All Other Compensation for twelve month period ended December 31, 1998
includes: (1) payments for long-term disability insurance premiums: Bloch
($1,112), Puente ($1,111), Brennan ($752), Fiorito ($714) and Mellert
($664); (2) payments of $1,725 for tax preparation for each of the Named
Executive Officers; (3) contributions to the 401(k) Profit Sharing Plan:
Puente ($7,244), Brennan ($8,300), Fiorito ($8,300) and Mellert ($8,300);
and (5) management fees paid in connection with the Recapitalization:
Bloch ($7,692), Puente ($11,538), Brennan ($2,115), Fiorito ($2,115), and
Mellert ($2,115).
The salaries for Messrs. Puente and Bloch are established pursuant to
their employment agreements and their bonuses are based on the achievement of
certain EBITDA targets set forth in their employment agreements. See
"-employment agreements." The compensation committee sets the salaries for
the other executive officers in order to maintain such salaries at a level
competitive with those paid by the Company's independent competitors, Bonuses
for executive officers are paid based on the performance of the company,
including the achievement of certain internal targets.
COMPENSATION OF DIRECTORS
TransWestern is a limited liability company and Holdings is a limited
partnership, both of which are controlled by TCC. The Directors of TCC are
not paid for their services, although Directors are reimbursed for out-of-
pocket expenses incurred in connection with attending Board meetings.
EQUITY COMPENSATION ARRANGEMENTS
Holdings' Class B Units are designed to encourage performance by
providing the members of management the opportunity to participate in the
equity growth of TransWestern. There are 10,000 Class B Units authorized,
8,500 of which have been issued to the company's senior managers and 1,500 of
which have been issued to the Equity Compensation Plan as discussed below. See
"Certain Relationships and Related Transactions."
In fiscal 1994, the company established the TransWestern Publishing
Company, L.P. Equity Compensation Plan (the "Equity Compensation Plan") to
provide approximately 60 of the company's managers, other than certain senior
executives, including Messrs. Bloch and Puente, the opportunity to
participate in the equity growth of the company without having direct
ownership of the company's securities. In connection with the
Recapitalization, the company reserved $5.5 million for distributions to
participants in the Equity Compensation Plan, one half of which was
distributed in October 1997 and one half of which was distributed in October
1998. Special distributions made pursuant to the Equity Compensation Plan
were recorded as an expense in the company's financial statements when
declared by the Board of Directors. Employees participating in the Equity
Compensation Plan were eligible to receive a ratable per unit share of cash
distributions made pursuant to the Equity Compensation Plan, if and when,
declared. In the year ended April 30, 1998, distributions totaling $2.6
million were paid, in the eight months ended December 31, 1998 distributions
totaling $2.9 million were paid, and at December 31, 1998, there were no
undistributed proceeds under the Equity Compensation Plan.
<PAGE> 34
As a result of the Recapitalization, the existing Equity Compensation
Plan was terminated. However, the company adopted a new Equity Compensation
Plan which functions similarly to the old plan. As of December 31, 1998, no
assets had been contributed to the new plan.
EMPLOYMENT AGREEMENTS
Messrs. Bloch and Puente have each entered into an Employment Agreement
(each, an "Employment Agreement") with the company. The Employment Agreements
provide for the employment of Mr. Bloch as the Chairman of the Board of
Directors of TCC and Chairman of Holdings and Mr. Puente as the
President and Chief Executive Officer of Holdings and TCC until
October 1, 2002 unless terminated earlier as provided in the respective
Employment Agreement. The Employment Agreements of Messrs. Bloch and Puente
provide for an annual base salary of $222,167 and $235,500, respectively,
subject to annual increases based on the consumer price index, and annual
bonuses based on the achievement of certain EBITDA targets of up to 100% of
their base salary.
Each executive's employment may be terminated by the company at any time
with cause or without cause. If such executive is terminated by the company
with cause or resigns other than for good reason, the executive will be
entitled to his base salary and fringe benefits until the date of
termination, but will not be entitled to any unpaid bonus. Messrs. Bloch and
Puente will be entitled to their base salary and fringe benefits and any
accrued bonus for a period of 12 months following their termination in the
event such executive is terminated without cause or resigns with good reason.
The Employment Agreements also provide each executive with customary fringe
benefits and vacation periods. "Cause" is defined in the Employment
Agreements to mean:
- the commission of a felony or a crime involving moral turpitude or the
commission of any other act or omission involving dishonesty,
disloyalty or fraud;
- conduct tending to bring the company or any of its subsidiaries into
substantial public disgrace or disrepute;
- the substantial and repeated failure to perform duties as reasonably
directed by TCC or the company;
- gross negligence or willful misconduct with respect to the company or
any subsidiary; or
- any other material breach of the Employment Agreement or company
policy established by the Board, which breach, if curable, is not cured
within 15 days after written notice thereof to the executive.
"Good Reason" is defined to mean the occurrence, without such
executive's consent, of:
- a reduction by the company of the executive's annual base salary by
more than 20%;
- any reduction in the executive's annual base salary, in effect
immediately prior to such reduction, if in the fiscal year prior to
such reduction the EBITDA for such prior fiscal year was equal to or
greater than 80% of the target EBITDA for such prior year;
<PAGE> 35
- any willful action by the company that is intentionally inconsistent
with the terms of the Employment Agreement or the executive's Executive
Agreement (as defined herein); or
- any material reduction in the powers, duties or responsibilities which
the executive was entitled to exercise as of the date of the
Employment Agreement.
Messrs. Bloch and Puente have also entered into Executive Agreements
with the company pursuant to which they purchased Class B Units of Holdings.
See "Certain Relationships and Related Transactions -- Executive Agreements."
401(K) AND PROFIT SHARING PLAN
The company has a 401(k) and profit-sharing retirement plan for the
benefit of substantially all of its employees, which was qualified for tax
exempt status by the Internal Revenue Service.
Employees can make contributions to the plan up to the maximum amount
allowed by federal tax code regulations. The company may match the employee
contributions, up to 83% of the first 6% of annual earnings per participant.
The company may also make annual discretionary profit sharing contributions.
The company's contributions to the 401(k) and profit-sharing plan for the
years ended April 30, 1996, 1997, and 1998 were approximately $0.8 million,
$0.8 million, and $1.1 million, respectively. On May 12, 1998, the company
elected to change its fiscal year from April 30 to December 31 as reported on
Form 8-K. The company amended the plan year of the TransWestern Publishing
401(k) and Profit Sharing Plan from April 30 to December 31 on December 31,
1997.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
All of the membership interests in TransWestern are owned by Holdings. The
following table sets forth certain information regarding the beneficial
ownership of the equity securities of Holdings by:
- each of the directors of TCC and the executive officers of the
company;
- all directors of TCC and executive officers of the company as a group;
and
- each owner of more than 5% of any class of equity securities of
Holdings.
Unless otherwise noted, the address for each executive officer of the
company and the directors of TCC is c/o TransWestern, 8344 Clairemont Mesa
Boulevard, San Diego, California 92111.
<PAGE> 36
<TABLE>
<CAPTION>
CLASS A
COMMON PERCENT OF PREFERRED PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER UNITS(A) CLASS UNITS CLASS
------------------------------------ --------- ---------- --------- ----------
<S> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS:
Laurence H. Bloch(b).................... 19,209 1.51% 9,812 1.49%
Ricardo Puente(c)....................... 28,813 2.27 14,718 2.23
Joan M. Fiorito(d)...................... 5,282 * 2,698 *
C. Hunter Boll(e)....................... 715,193 56.29 365,327 55.38
Terrence M. Mullen(e)................... 712,231 56.06 363,814 55.15
Christopher J. Perry(f)................. 288,134 22.68 147,181 22.31
Scott A. Schoen(e)...................... 715,193 56.29 365,327 55.38
Marcus D. Wedner(f)..................... 288,134 22.68 147,181 22.31
All Directors and executive officers as
a group (8 persons)................... 1,059,987 84.43 541,451 82.08
5% OWNERS:
Thomas H. Lee Equity Fund III,
L.P.(g)............................... 712,034 56.05 363,713 55.14
TW Interest Holding Corp.(h)............ 712,034 56.05 363,713 55.14
THL-CCI Limited Partnership(i).......... 712,034 56.05 363,713 55.14
Continental Illinois Venture
Corporation(j)........................ 288,134 22.68 147,181 22.31
CIVC Partners III (k)................... 288,134 22.68 147,181 22.31
</TABLE>
- --------------------------
* Represents less than one percent.
(a) Holders of Class A Units are entitled to share in any distribution on a
pro rata basis, but only if the holders of the Preferred Units have
received a certain preference amount set forth in Holdings' Third Amended
and Restated Agreement of Limited Partnership, as amended. Holdings has
also issued Class B Units to the members of the company's senior
management. The Class B Units will be entitled to share in any such
distributions only if the holders of the Preferred Units and Class A
Units have achieved an internal rate of return on their total investment
of 12%. The percentage of such distributions that the Class B Units will
be entitled to receive will range from 10% to 20%, based on the internal
rate of return achieved by the holders of the Preferred and Class A
Units. All Common Units listed in the table represent Class A Units
unless otherwise noted.
(b) Does not include 800 Class B Units which are subject to vesting in equal
installments over a five year period.
(c) Does not include 2,500 Class B Units which are subject to vesting in
equal installments over a five year period.
(d) Does not include 352 Class B Units which are subject to vesting in equal
installments over a five year period.
<PAGE> 37
(e) Includes 712,034 Class A Units and 363,713 Preferred Units beneficially
owned by Thomas H. Lee Equity Fund III, L.P. Such persons disclaim
beneficial ownership of all such interests. Such person's address is c/o
Thomas H. Lee Company, 75 State Street, Suite 2600, Boston,
Massachusetts 02109.
(f) Includes 244,914 Class A Units and 125,104 Preferred Units owned by
Continental Illinois Venture Corporation 43,220 Class A Units and 22,077
Preferred Units owned by CIVC Partners III. Such persons disclaim
beneficial ownership of all such interests. Such person's address is c/o
Continental Illinois Venture Corporation, 231 South LaSalle Street,
Chicago, Illinois 60697.
(g) Includes 39,259 Class A Units and 20,054 Preferred Units owned by TW
Interest Holdings Corp. and 38,305 Class A Units and 19,566
Preferred Units owned by THL-CCI Limited Partnership. Such person
disclaims beneficial ownership of all such interests. Such person's
address is c/o Thomas H. Lee Company, 75 State Street, Suite 2600,
Boston, Massachusetts 02109.
(h) Includes 634,470 Class A Units and 324,093 Preferred Units owned by
Thomas H. Lee Equity Fund III, L.P. and 38,305 Class A Units and 19,566
Preferred Units owned by THL-CCI Limited Partnership. Such person
disclaims beneficial ownership of all such interests. Such person's
address is c/o Thomas H. Lee Company, 75 State Street, Suite 2600,
Boston, Massachusetts 02109.
(i) Includes 634,470 Class A Units and 324,093 Preferred Units owned by
Thomas H. Lee Equity Fund III, L.P. and 39,259 Class A Units and 20,054
Preferred Units owned by TW Interest Holdings Corp. Such person Disclaims
beneficial ownership of all such interests. Such person's address is c/o
Thomas H. Lee Company, 75 State Street, Suite 2600, Boston, Massachusetts
02109.
(j) Includes 43,220 Class A Units and 22,077 Preferred Units owned by CIVC
Partners III. Such person disclaims beneficial ownership of such
Interests Such person's address is c/o Continental Illinois Venture
Corporation, 231 South LaSalle Street, Chicago, Illinois 60697.
(k) Includes 244,914 Class A Units and 125,104 Preferred Units owned by
Continental Illinois Venture Corporation. Such person disclaims
Beneficial ownership of all such interests. Such person's address is c/o
Continental Illinois Venture Corporation, 231 South LaSalle Street,
Chicago, IL 60697.
<PAGE> 38
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RECAPITALIZATION
The Partnership completed a $312 million Recapitalization in October
1997 (the "Recapitalization"). In the Recapitalization, new investors led by
Thomas H. Lee Equity Fund III, L.P. ("THL") and its affiliates (together, the
"THL Parties"), along with other investors, the Partnership's existing
limited partners (the "Existing Limited Partners"), and the company's 25 most
senior managers (the "Management Investors"), invested new and continuing
capital of $130.0 million in the Partnership and TCC (the "Equity
Investment"). The proceeds from the Equity Investment, together with
borrowings of approximately $107.7 million under the senior credit facility
and $75.0 million under a senior subordinated financing facility were used
to consummate the Recapitalization:
The senior subordinated financing facility was subsequently repaid with
a portion of the net proceeds from the company's issuance of its 9 5/8% Series
A Senior Subordinated Notes due 2007.
Pursuant to the Recapitalization Agreement, each Existing Limited
Partner that reinvested in Holdings has agreed that for a period ending on
the later of the second anniversary of the Recapitalization closing date and
the one year anniversary of the termination of such reinvesting Manager's
employment with us not to own, control, participate or engage in any yellow
pages directory publishing directory business or any business competing for
the same customers as our businesses as such businesses exist or are in
process during such period in any markets, or markets contiguous thereto, in
which we engage or plan to engage during such period.
James D. Dunning, Jr., the Partnership's and TCC's former Chairman and
Chief Executive Officer, has agreed that for the three-year period commencing
on the Recapitalization closing date not to participate, directly or
indirectly, in any yellow pages directory publishing business in the United
States or any business competing for the same customers as us in the
geographic areas in which we engaged in the local or national yellow pages
directory publishing business as of August 27, 1997; provided that Mr.
Dunning may participate in any industry specific yellow pages business or any
trade or industry publications.
In addition, each Existing Limited Partner that reinvested in Holdings
has agreed that for the two-year period commencing on the Recapitalization
closing date not to solicit the employment of or hire any employee of the
company, other than Laurence Bloch, and further, under the Recapitalization
Agreement, during such two-year period, each Existing Limited Partner that
reinvested in Holdings is subject to a confidentiality agreement with respect
to all information concerning our business and TCC of which such person has
knowledge and which is not in the public domain.
<PAGE> 39
MANAGEMENT AGREEMENT
Effective upon the Recapitalization, we entered into a Management
Agreement with Thomas H. Lee Company ("THL Co.") pursuant to which THL Co.
agreed to provide:
- general executive and management services;
- identification, negotiation and analysis of financial and strategic
alternatives; and
- other services agreed upon by us and THL Co.
THL and all other equity investors receive a pro rata portion of the $500,000
annual management fee (the "Management Fee"), plus THL will be reimbursed for
all reasonable out-of-pocket expenses, payable monthly in arrears. The
Management Agreement had an initial term of one year, subject to automatic
one-year extensions, unless we or THL Co. provide written notice of
termination no later than 30 days prior to the end of the initial or any
successive period.
INVESTORS AGREEMENT
Pursuant to the Recapitalization, Holdings, TCC, the THL Parties, CIBC
Argosy Merchant Fund 2, L.L.C. ("CIBC Merchant Fund"), CIVC Partners III
("CIVC III" and, together with the THL Parties and CIBC Merchant Fund, the "New
Investors") and the reinvesting Existing Limited Partners (together with the
New Investors, the "New Partners") entered into an Investors Agreement (the
"Investors Agreement"). The Investors Agreement requires that each of the
parties thereto vote all of his or its voting securities and take all other
necessary or desirable actions to cause the size of the Board of Directors of
TCC to be established at nine members and to cause the election to the Board
of five representatives designated by THL (the "THL Designees"), each of the
then current chairman and president of the Partnership (the "Executive
Directors") and two representatives designated by Continental Illinois
Venture Corporation ("CIVC" and, together with CIVC III, the "CIVC Parties"),
and CIVC III (the "CIVC Designees"), of which one CIVC Designee will at all
times serve on the Board's compensation committee, audit committee and
executive committee. Currently, however, only three of the THL Designees have
been appointed to TCC's Board of Directors. The respective rights of THL and
the CIVC Parties to designate representatives to the Board terminates at such
time when such party owns less than 30% of the Common Units held by such
party as of the Recapitalization closing date. If at any time THL and its
permitted transferees own less partnership interests in Holdings or less
equity securities in TCC than the amount of such partnership interests or
such equity securities, as the case may be, owned by the CIVC Parties and the
Management Investors, taken as a group, then the number of THL Designees will
be reduced automatically from five to three and the number of CIVC Designees
will be increased automatically from two to three. The Investors Agreement
provides that certain significant actions may not be taken without the
express approval of the at least one of the CIVC Designees and at least one
of the Executive Directors.
In addition to the foregoing, the Investors Agreement:
<PAGE> 40
- requires the holders of interests in Holdings and common stock of TCC,
other than THL and CIVC, to obtain the prior written consent of THL
prior to transferring any interests in Holdings or TCC stock, other
than interests or securities held by the Management Investors pursuant
to Executive Agreements;
- grants in connection with the sale of interests in Holdings or TCC
stock by the Management Investors certain preemptive rights with
respect to such sale first to Holdings, then to the limited partners;
- grants the New Partners certain participation rights in connection
with certain transfers made by THL;
- grants the New Partners certain preemptive rights in connection with
certain issuances, sales or other transfers for consideration of any
securities by Holdings or TCC;
- requires the holders of shares of TCC's common stock to consent to a
sale of TCC to an independent third party if such sale is approved by
the Board and the holders of a majority of the shares of TCC's common
stock; and
- requires the holders of interests in Holdings to consent to the sale
of Holdings in the event TCC and the holders of a majority of Class A
Units approve a sale of Holdings.
The foregoing agreements terminate on the earlier of October 1, 2001 and the
date on which Holdings consummates a public offering of $40 million or
more of its equity securities (a "Qualified Public Offering"). The agreements
with respect to the participation rights and preemptive rights described
above continue with respect to each security until the earlier of:
- October 1, 2007;
- a Qualified Public Offering;
- the transfer in a public sale of such security;
- with respect to equity securities of Holdings, upon the sale of the
Holdings; and
- with respect to equity securities of TCC, upon the sale of TCC.
REGISTRATION AGREEMENT
Pursuant to the Recapitalization, Holdings, TCC, and the New Partners
entered into a registration agreement (the "Registration Agreement"). Under
the Registration Agreement, the holders of a majority of registrable
securities owned by the THL Parties and the CIVC Parties have the right at
any time, subject to certain conditions, to require Holdings to register any
or all of their interests in Holdings' under the Securities Act of 1933, as
amended (the "Securities Act") on Form S-1 (a "Long-Form Registration") on
three occasions at Holdings' expense and on Form S-2 or Form S-3 (a "Short-
Form Registration") on three occasions at Holdings' expense. Holdings is not
required, however, to effect any such Long-Form Registration or Short-Form
Registration within six months after the effective date of a prior demand
registration. In addition, all holders of registrable securities are entitled
to request the inclusion of such securities in any registration statement at
Holdings' expense whenever Holdings proposes to register any of its
<PAGE> 41
securities under the Securities Act, other than pursuant to a demand
registration. In connection with such registrations, Holdings has agreed to
indemnify all holders of registrable securities against certain liabilities
including liabilities under the Securities Act. In addition, Holdings has the
one-time right to preempt a demand registration with a piggyback
registration.
EXECUTIVE AGREEMENTS
Each Management Investor has entered into an Executive Agreement with
Holdings and TCC (each, an "Executive Agreement"), pursuant to which such
Management Investor purchased Class B Units which are subject to a five-year
vesting period, which vesting schedule accelerates upon a sale of Holdings.
The Class B Units were issued in connection with the Recapitalization to
members of management as incentive units at fair market value. Under each
Management Investor's Executive Agreement, in the event that such Management
Investor's employment with the Company is terminated for any reason, Holdings
has the option to repurchase all of such Management Investor's vested Class B
Units in accordance with the provisions outlined in the Partnership Agreement
and all other of such Management Investor's interests in Holdings and TCC at
a price per unit derived as specified in the Partnership Agreement. In
addition, in the event of a termination of the Management Investor's
employment by Holdings without "cause" or by such Management Investor for
"good reason" or such Management Investor's death or disability, such
Management Investor may require Holdings or TCC to repurchase his or her
vested Class B Units in accordance with the provisions outlined in the
Partnership Agreement and all other interests of such Management Investor in
Holdings and TCC at a price per unit derived as specified in the Partnership
Agreement.
PAYMENTS ON TCC NOTE
Since the acquisition of the company's predecessor in 1993, TCC loaned
to us all amounts distributed to TCC in connection with the periodic and
special distributions made by us to our partners. Shortly before the
consummation of the Recapitalization in October 1997, we repaid to TCC in full
the outstanding balance of all of these loans.
<PAGE> 42
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) (1) Index to Financial Statements
The financial statements required by this item are submitted in a separate
section beginning on page F-1 of this Annual Report on Form 10-K.
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
Report of Ernst & Young LLP, Independent Auditors........... F-2
Consolidated Balance Sheets as of April 30, 1997 and 1998
and December 31, 1998..................................... F-3
Consolidated Statements of Operations for each of the three
years ended April 30, 1998 and for the transition periods
for the eight months ended December 31, 1997 (Unaudited)
and 1998.................................................. F-4
Consolidated Statements of Changes in Member Deficit for
each of the three years ended April 30, 1998, and the
transition period for the eight months ended December 31,
1998...................................................... F-5
Consolidated Statements of Cash Flows for each of the three
years ended April 30, 1998 and the transition periods for
the eight months ended December 31, 1997 (Unaudited) and
1998...................................................... F-6
Notes to Consolidated Financial Statements.................. F-7
</TABLE>
(a) (2) Index to Financial Statement Schedules
All schedules have been omitted since they are either not required, not
applicable or because the information required is included in the financial
statements or the notes thereto.
(a) (3) Index to Exhibits
The following exhibits are filed as part of, or incorporated by reference into,
this report;
<PAGE>43
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- - ------- -------
<S> <C>
2.1 Securities Purchase and Redemption Agreement, dated August 27, 1997,
as amended, by and among Holdings, TCC, TWP Recapitalization Corp.,
THL and certain limited partners of Holdings. (1)
2.2 Contribution and Assumption Agreement, dated November 6,
1997, by and among Holdings and TransWestern.(1)
2.3 Assignment and Assumption Agreement, dated November 6, 1997,
by and among Holdings and TransWestern.(1)
2.4 Bill of Sale, dated November 6, 1997 by and among Holdings
and TransWestern.(1)
2.5 Asset Purchase Agreement with Universal Phone Books, Inc.,
incorporated by reference to Exhibit 2.1 to TransWestern's
Current Report on Form 8-K, dated November 30, 1998.
2.6 Asset Purchase Agreement with United Directory Services,
Inc., incorporated by reference to Exhibit 2.1 to TransWestern's
Current Report on Form 8-K, dated January 5, 1999.
3.1 Certificate of Limited Partnership of Holdings.
3.2 Certificate of Incorporation of Capital.(1)
3.3 By-Laws of Capital.(1)
3.4 Third Amended and Restated Agreement of Limited Partnership of
Holdings.(1)
3.5 Certificate of Incorporation of TCC.(1)
3.6 By-Laws of TCC.(1)
4.1 Indenture, dated as of November 12, 1997 by and between Holdings,
TWP Capital Corp. and Wilmington Trust Company, as Trustee for the
Discount Notes.(2)
</TABLE>
<PAGE> 44
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
<S> <C>
4.2 Form of Series B 11 7/8% Senior Discount Notes due 2008.(1)
4.3 Securities Purchase Agreement, dated as of November 6, 1997,
by and among TransWestern, Holdings, TWP Capital Corp, TCC and the
Initial Purchasers of the Discount Notes.(1)
4.4 Registration Rights Agreement, dated as of November 12,
1997, by and among Holdings, TWP Capital Corp and the Initial
Purchasers of the Discount Notes.(1)
10.1 Management Agreement, dated as of October 1, 1997, by and
among Holdings and Thomas H. Lee Company.(1)
10.2 Investors Agreement, dated as of October 1, 1997, by and
among Holdings, TCC and the limited partners of Holdings.(1)
10.3 Registration Agreement, dated as of October 1, 1997, by and among
Holdings, TCC and the limited partners of Holdings.(1)
10.4 Form of Executive Agreement between Holdings, TCC and each
Management Investor.(2)
10.5 Employment Agreement, dated as of October 1, 1997, by and
between Laurence H. Bloch and TransWestern.(2)
10.6 Employment Agreement, dated as of October 1, 1997, by and
between Ricardo Puente and TransWestern.(2)
10.7 Assumption Agreement and Amended and Restated Credit
Agreement, dated as of November 6, 1997, among the Company,
the lenders listed therein and Canadian Imperial bank of
Commerce, as administrative agent, and First Union National
Bank, as documentation agent.(2)
10.8 Securities Purchase Agreement, dated as of November 6, 1997,
by and among TransWestern, Holdings, TWP Capital Corp. II,
TransWestern, TCC and the Initial Purchasers of the Notes.(2)
10.9 Indenture relating to the Series A/B Notes, dated as of
November 12, 1997, by and among TransWestern, TWP Capital Corp.
and Wilmington Trust Company, as Trustee.(2)
10.10 Registration Rights Agreement, dated as of November 12,
1997, by and among TransWestern and the Initial Purchasers of the
Series A/B Notes.(2)
10.11 Form of Equity Compensation Plan.(1)
10.12 Indenture, dated as of December 2, 1998, by and among
TransWestern, Target Directories of Michigan, Inc. and Wilmington
Trust Company, as Trustee, for the Series C notes (including
the form of the Series C notes and the related Guarantees).(3)
10.13 Securities Purchase Agreement, dated as of December 2, 1998,
by and among TransWestern, Target Directories of Michigan,
Inc., Holdings, TCC and the Initial Purchasers of the Series C
notes.(3)
10.14 Registration Rights Agreement, dated as of December 2, 1998,
by and among TransWestern, Target Directories of Michigan,
Inc. and the Initial Purchasers of the Series C notes.(3)
12.1 Statement regarding computation of ratio of earnings to
fixed charges.
21.1 Subsidiaries of Holdings, incorporated by reference to
Exhibit 21.1 to Holdings' Annual Report on Form 10-K for
the fiscal year ended April 30, 1998.
27.1 Financial Data Schedule.
99.1 Financial Statements of the Company for the transitional period ended
December 31, 1998.
</TABLE>
<PAGE> 45
- --------------------------
(1) Incorporated herein by reference to the same numbered exhibit to Holdings'
Registration Statement on Form S-4 (Registration No. 333-42085),
originally filed with the SEC on December 12, 1997.
(2) Filed as an Exhibit to the Registration Statement on Form S-4
(Registration No. 333-42085) originally filed by TransWestern Publishing
Company LLC and TWP Capital Corp. II with the SEC on December 12, 1997 and
incorporated by reference herein.
(3) Filed as an Exhibit to the Registration Statement on Form S-4
(Registration No. 333-73099) originally filed by TransWestern Publishing
Company LLC, TWP Capital Corp. II and Target Directories of Michigan, Inc.
with the SEC on March 1, 1999 and incorporated by reference herein.
(b) Reports on Form 8-K.
(1) On May 12, 1998, Holdings filed a report on Form 8-K reporting
pursuant to Item 8 thereof that on May 1, 1998, the Board of
Directors of TCC authorized the change of Holdings fiscal year
from a fiscal year ending April 30 to a fiscal year ending December
31.
(2) On November 24, 1998, Holdings filed a report on Form 8-K
reporting pursuant to Item 5 thereof that on November 24, 1998
TransWestern signed a definitive purchase agreement to acquire four
telephone directories in Michigan from Universal Phone Books, Inc.
and Universal Phone Books of Jackson, Inc. ("Universal").
(3) On December 15, 1998, TransWestern filed a report on Form 8-K
reporting pursuant to:
Item 2. Acquisition or Disposition of Assets. On November 30,
1998, TransWestern acquired four directories in Michigan from
Universal and,
Item 7. Financial Statements and Exhibits. TransWestern
filed the required financial statements for the assets acquired
and pro forma financial information on February 16, 1999.
Supplemental Information to be Furnished With Reports Filed Pursuant
to Section 15(d) of the Act by Registrants Which Have Not Registered
Securities Pursuant to Section 12 of the Act
No annual report relating to Holdings' last fiscal year or proxy materials
relating to a meeting of Holdings' securityholders has been or will be sent by
Holdings' to its securityholders.
<PAGE> 46
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
TRANSWESTERN HOLDINGS L.P.
(Registrant)
BY: TransWestern Communications Company, Inc.
(General Partner)
BY: /s/ JOAN M. FIORITO March 29, 1999
-------------------------------------------------
Name: Joan M. Fiorito
Title: Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ RICARDO PUENTE President, Chief Executive Officer March 29, 1999
- -------------------------------------------- and Director ------------------
Ricardo Puente
/s/ LAURENCE H. BLOCH Chairman, Secretary and Director March 29, 1999
- -------------------------------------------- ------------------
Laurence H. Bloch
/s/ JOAN M. FIORITO Vice President, Chief Financial March 29, 1999
- -------------------------------------------- Officer and Assistant Secretary ------------------
Joan M. Fiorito (Principal Financial and
Accounting Officer)
/s/ C. HUNTER BOLL Director March 30, 1999
- -------------------------------------------- ------------------
C. Hunter Boll
/s/ TERRENCE M. MULLEN Director March 30, 1999
- -------------------------------------------- ------------------
Terrence M. Mullen
/s/ CHRISTOPHER J. PERRY Director March 29, 1999
- -------------------------------------------- ------------------
Christopher J. Perry
/s/ SCOTT A. SCHOEN Director March 30, 1999
- -------------------------------------------- ------------------
Scott A. Schoen
/s/ MARCUS D. WEDNER Director March 29, 1999
- -------------------------------------------- ------------------
Marcus D. Wedner
</TABLE>
<PAGE> 47
TRANSWESTERN HOLDINGS L.P.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
Report of Ernst & Young LLP, Independent Auditors........... F-2
Consolidated Balance Sheets as of April 30, 1997 and 1998
and December 31, 1998..................................... F-3
Consolidated Statements of Operations for each of the three
years ended April 30, 1998 and for the transition periods
for the eight months ended December 31, 1997 (Unaudited)
and 1998.................................................. F-4
Consolidated Statements of Changes in Partners' Deficit for
each of the three years ended April 30, 1998, and the
transition period for the eight months ended December 31,
1998...................................................... F-5
Consolidated Statements of Cash Flows for each of the three
years ended April 30, 1998 and the transition periods for
the eight months ended December 31, 1997 (Unaudited) and
1998...................................................... F-6
Notes to Consolidated Financial Statements.................. F-7
<PAGE> 48
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Partners
TransWestern Holdings L.P.
We have audited the accompanying consolidated balance sheets of
TransWestern Holdings L.P. at December 31, 1998 and April 30, 1998 and 1997
and the related statements of operations, changes in partnership deficit
and cash flows for each of the three years in the period ended April 30, 1998
and for the eight months ended December 31, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of TransWestern
Publishing Company LLC at December 31, 1998 and April 30, 1998 and 1997 and
the consolidated results of its operations and its cash flows for each of the
three years in the period ended April 30, 1998 and for the eight months ended
December 31, 1998, in conformity with generally accepted accounting
principles.
ERNST & YOUNG LLP
San Diego, California
February 15, 1999
F-2
<PAGE> 49
TRANSWESTERN HOLDINGS L.P.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
</TABLE>
<TABLE>
<CAPTION>
APRIL 30,
DECEMBER 31, ----------- ---------
1998 1998 1997
---------- --------- --------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash........................................ $ 14,067 $ 1,512 $ 1,254
Trade receivable, (less allowance for
doubtful accounts of $9,608 at December
31, 1998, $9,532 at April 30, 1998 and
$7,626 at April 30, 1997)................ 20,931 26,127 23,279
Deferred directory costs................. 8,935 6,226 6,412
Other current assets..................... 625 950 518
--------- --------- --------
Total current assets................ 44,558 34,815 31,463
Property, equipment and leasehold
improvements, net........................... 2,977 2,694 2,840
Acquired intangibles, net..................... 34,486 14,860 12,241
Other assets, primarily debt issuance costs,
net......................................... 9,746 9,628 1,687
--------- --------- --------
Total assets........................ $ 91,767 $ 61,997 $ 48,231
========= ========= ========
LIABILITIES AND MEMBER DEFICIT
Current liabilities:
Accounts payable............................ $ 4,241 $ 4,373 $ 3,901
Salaries and benefits payable............... 3,980 3,075 4,112
Accrued acquisition costs................... 450 504 986
Accrued Equity Compensation Plan
contribution............................. -- 2,900 --
Accrued interest............................ 1,470 4,841 69
Other accrued liabilities................... 1,068 1,129 448
Amount due general partner.................. -- -- 805
Customer deposits........................... 16,139 10,164 10,197
Current portion, long-term debt............. 2,207 2,391 10,921
--------- --------- --------
Total current liabilities........... 29,555 29,377 31,439
Long-term debt:
Senior Credit Facility...................... 66,165 77,344 67,514
Series B and C 9 5/8% Senior Subordinated
Notes.................................... 141,784 100,000 --
Series B 11 7/8% Senior Discount Notes, net. 37,060 34,303 --
Other notes payable......................... 2,000 -- --
--------- --------- --------
Total non-current liabilities....... 247,009 211,647 67,514
Partnership deficit:
General Partner............................. (3,141) (3,043) (517)
Limited Partner............................. (181,656) (175,984) (50,205)
--------- --------- --------
Total partnership deficit. ................... (184,797) (179,027) (50,722)
--------- --------- --------
Total liabilities and member
deficit.......................... $ 91,767 $ 61,997 $ 48,231
========= ========= ========
</TABLE>
See accompanying notes.
F-3
<PAGE> 50
TRANSWESTERN HOLDINGS L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
EIGHT MONTHS ENDED
YEARS ENDED APRIL 30, DECEMBER 31,
------------------------------- --------------------
1998 1997 1996 1998 1997
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net revenues................. $ 100,143 $ 91,414 $ 77,731 $ 61,071 $ 52,326
Cost of revenues............. 20,233 19,500 18,202 12,694 11,998
--------- --------- --------- --------- ---------
Gross profit................. 79,910 71,914 59,529 48,377 40,328
Operating expenses:
Sales and marketing........ 40,290 36,640 29,919 27,530 22,852
General and
administrative.......... 16,594 16,821 14,276 12,176 10,596
Contribution to Equity
Compensation Plan....... 5,543 -- 796 -- 5,543
--------- --------- --------- --------- ---------
Total operating
expenses........ 62,427 53,461 44,991 39,706 38,991
--------- --------- --------- --------- ---------
Income from operations....... 17,483 18,453 14,538 8,671 1,337
Other income, net............ 82 48 375 242 (23)
Interest expense............. (15,246) (7,816) (6,630) (14,511) (7,878)
--------- --------- --------- --------- ---------
(15,164) (7,768) (6,255) (14,269) (7,901)
--------- --------- --------- --------- ---------
Income (loss) before
extraordinary item......... 2,319 10,685 8,283 (5,598) (6,564)
Extraordinary loss........... (4,791) -- (1,368) -- (4,791)
--------- --------- --------- --------- ---------
Net income (loss)............ $ (2,472) $ 10,685 $ 6,915 $ (5,598) $ (11,355)
========= ========= ========= ========= =========
Net income (loss) allocated
to General Partner units $ (42) $ 107 $ 69 $ (95)
========= ========= ========= =========
Net income (loss) allocated
to Limited Partner units $ (2,430) $ 10,578 $ 6,846 $ (5,503)
========= ========= ========= =========
Net income (loss) per General
Partner unit $ (4.3) $ 10.9 $ 7.0 $ (9.7)
========= ========= ========= =========
Net income (loss) per
Limited Partner unit $ (1.0) $ 2.6 $ 1.7 $ (2.2)
========= ========= ========= =========
</TABLE>
See accompanying notes.
F-4
<PAGE> 51
TRANSWESTERN HOLDINGS L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS DEFICIT
YEARS ENDED APRIL 30, 1998, 1997, AND 1996
AND DECEMBER 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
GENERAL LIMITED
PARTNER PARTNERS TOTAL
--------- --------- ---------
<S> <C> <C> <C>
Balance at April 30, 1996 ... $ (564) $ (55,042) $ (55,606)
Net income ................ 107 10,578 10,685
Distributions to partners (59) (5,742) (5,801)
--------- --------- ---------
Balance at April 30, 1997 ... (516) (50,206) (50,722)
Net (loss) ................ (42) (2,430) (2,472)
Contributions from partners 1,458 84,298 85,756
Equity transaction costs .. (66) (3,792) (3,858)
Distributions to partners . (3,877) (203,854) (207,731)
--------- --------- ---------
Balance at April 30, 1998 ... (3,043) (175,984) (179,027)
Net (loss) ................ (95) (5,503) (5,598)
Repurchase of Partner's Units (9) (441) (450)
Contributions from Partners 6 272 278
--------- --------- ---------
Balance at December 31, 1998 $ (3,141) $(181,656) $(184,797)
========= ========= =========
</TABLE>
See accompanying notes.
F-5
<PAGE> 52
TRANSWESTERN HOLDINGS L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
EIGHT MONTHS ENDED
YEARS ENDED APRIL 30, DECEMBER 31,
------------------------------ -------------------
1998 1997 1996 1998 1997
--------- ------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)................................... $ (2,472) $10,685 $ 6,915 $ (5,598) $(11,355)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Extraordinary item-non cash....................... 4,791 -- 1,368 -- 4,791
Depreciation and amortization..................... 7,086 6,399 4,691 4,526 4,383
Amortization of deferred debt issuance costs...... 1,000 703 804 945 559
Amortization of Senior Note discount.............. 1,803 -- -- 2,757 --
Provision for doubtful accounts................... 9,094 8,920 7,069 5,895 4,847
Changes in operating assets & liabilities, net of
effects of purchased directories:
Trade receivables............................... (4,754) (4,142) (684) 5,249 5,917
Write-off of doubtful accounts.................. (7,672) (7,287) (8,231) (6,276) (4,842)
Recoveries of doubtful accounts................. 485 679 660 432 355
Deferred directory costs........................ 186 (302) 97 (1,546) (2,413)
Other current assets............................ (433) 247 (158) 145 (37)
Accounts payable................................ 471 710 (96) (411) (620)
Accrued liabilities............................. 1,358 (1,136) 1,038 (2,676) (129)
Accrued interest................................ 4,772 69 (1,054) (3,370) 2,188
Customer deposits............................... (34) (243) 672 4,402 4,897
--------- ------- -------- -------- ---------
Net cash provided by operating activities........... 15,681 15,302 13,091 4,474 9,084
INVESTING ACTIVITIES
Purchase of property, equipment and leasehold
improvements...................................... (996) (1,034) (484) (824) (706)
Payment for purchase of directories................. (8,204) (2,558) (5,229) (21,332) (12,232)
--------- ------- -------- -------- --------
Net cash used for investing activities.............. (9,200) (3,592) (5,713) (22,156) (12,938)
FINANCING ACTIVITIES
Borrowings under long-term debt agreements:
Senior Term Loan.................................. 85,000 -- 80,000 -- 85,000
Revolving Credit Facility......................... 37,039 24,000 23,846 40,300 28,573
Increase in other assets, primarily debt issuance
costs, net...................................... (14,190) -- (2,631) -- --
9 5/8% Senior Subordinated Notes.................. 100,000 -- -- 41,800 100,000
Senior Subordinated Facility...................... 75,000 -- -- -- 75,000
Series B 11 7/8% Senior Discount Notes............ 32,500 -- -- -- --
Repayments of long-term debt:
Revolving Credit Facility......................... (47,108) (21,975) (16,546) (40,300) (37,973)
Senior Subordinated Facility...................... (75,000) -- (4,461) -- (75,000)
External Debt..................................... -- -- -- -- (505)
Senior Term Loan.................................. (73,631) (8,000) (47,400) (11,563) (71,100)
Equity transaction costs............................ (3,858) -- -- -- (3,858)
Contributions from member........................... 85,756 -- -- -- 85,756
Distributions to member............................. (207,731) (5,801) (39,800) -- (176,481)
--------- ------- -------- -------- ---------
Net cash (used for) provided by financing
activities........................................ (6,223) (11,776) (6,992) 30,237 9,412
--------- ------- -------- -------- ---------
Net increase (decrease) in cash..................... 258 (66) 386 12,555 5,558
Cash at beginning of period......................... 1,254 1,320 934 1,512 1,254
--------- ------- -------- -------- ---------
Cash at end of period............................... $ 1,512 $ 1,254 $ 1,320 $ 14,067 $ 6,812
========= ======= ======== ======== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest............................ $ 7,724 $ 7,131 $ 7,223 $ 14,271 $ 4,665
========= ======= ======== ======== =========
</TABLE>
See accompanying notes.
F-6
<PAGE> 53
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization, Business Activities and Basis of Presentation
TransWestern Publishing Company, L.P. (the "Partnership") was formed in
1993 to acquire the business of TransWestern Publishing from US West Marketing
Resources Group, Inc. TransWestern Publishing was a division of US West prior
to May 1993.
In October 1997, the Partnership completed certain recapitalization
transactions involving $312,709 (the "Recapitalization"). In the
Recapitalization, New Investors (as defined) including Thomas H. Lee Equity
Fund III, 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 $130,009 in the Partnership and TransWestern
Communications Company, Inc. (the general partner of the Partnership). The
proceeds of the equity investment together with approximately $182,700 of
senior and senior subordinated debt financing were used (i) for $224,500 of
consideration paid to redeem a portion of the limited partnership interests
from existing limited partners, (ii) to repay $75,600 outstanding under credit
facilities in existence since 1995, (iii) to pay $10,600 of costs and fees and
expenses associated with the Recapitalization and (iv) for $2,000 for general
corporate purposes, including working capital.
The Recapitalization was financed with (i) the $130,009 equity investment,
(ii) borrowings of $107,700 under a $125,000 (maximum) variable interest rate
Senior Credit Facility and (iii) borrowings of $75,000 under a Senior
Subordinated Facility. 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 III, L.P. and its affiliates collectively own approximately 59% of the
equity of the Partnership.
In November 1997, TransWestern Publishing Company, L.P. changed its name
to TransWestern Holdings L.P. ("Holdings") and formed and contributed
substantially all of its assets to TransWestern Publishing Company LLC
("TransWestern" or the "Company"). TransWestern assumed or guaranteed all of
the liabilities of the Partnership. As a result, Holdings' only assets consist
of TransWestern's Member Units (as defined) and all of Capital's (as defined)
capital stock. All of the operations that were previously conducted by the
Partnership are now being conducted by TransWestern. Holdings has formed TWP
Capital Corp. ("Capital") as a wholly-owned subsidiary and the Company has
formed TWP Capital Corp. II ("Capital II") as a wholly-owned subsidiary.
Neither Capital nor Capital II has any significant assets or operations.
The membership interests of TransWestern consists of a single class of
authorized common units ("the Member Units"). Holdings is the sole initial
member of TransWestern and accordingly, holds all 1,000 of the issued and
outstanding Member Units.
F-7
<PAGE> 54
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
TCC, the general partner of Holdings, held approximately 1.0% of Holdings
outstanding partnership units in the period from formation (1993) through
September 1997. Upon the closing of the Recapitalization, TCC held
approximately 1.7% of Holdings outstanding partnership units.
TransWestern publishes and distributes local yellow page directories in
fourteen states.
Principles of Consolidation
The consolidated financial statements include the accounts of Holdings
and its wholly owned subsidiaries, TransWestern and Capital. All significant
intercompany transactions have been eliminated.
Cash and cash equivalents
Holdings considers all highly liquid investments with an original
maturity of three months or less at the date of acquisition to be cash
equivalents. Holdings evaluates the financial strength of the institutions
at which significant investments are made and believes the related credit risk
is limited to an acceptable level.
Revenue Recognition, Deferred Directory Costs and Customer Deposits
Revenues from the sale of advertising placed in each directory are
recognized upon the distribution of directories in their individual market
areas. Advance payments received for directory advertising are shown as
customer deposits in the accompanying balance sheets. Expenditures directly
related to sales, production, printing and distribution of directories are
capitalized as deferred directory costs and matched against related revenues
upon directory distribution. The Company published and recognized revenue for
118, 128, and 139 directories during the years ended April 30, 1996, 1997,
and 1998, respectively, and 84 during the eight months ended December 31, 1998.
Fiscal Year End
Effective May 1, 1998 as reported on Form 8-K dated May 12, 1998, Holdings
elected to change its fiscal year from April 30 to December 31.
Concentration of Credit Risk
Management believes it is not subject to a concentration of credit risk as
revenues are not significantly concentrated in any single directory, industry,
geographic region, or customer. However credit losses have represented a cost
of doing business due to the nature of the customer base (predominantly small
businesses) and the use of extended credit terms.
A provision for doubtful accounts based on historical experience is
recorded at the time revenue is recognized for individual directories. The
estimated provision for doubtful
F-8
<PAGE> 55
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
accounts as a percentage of net revenues equaled 9.2%, 9.1%, and 9.1% in the
years ended April 30, 1996, 1997 and 1998, respectively, and 9.7% for the eight
month period ended December 31, 1998. Actual write-offs are taken against the
allowance when management determines that an account is uncollectible. In
general, management makes this determination when an account has declared
bankruptcy, has gone out of business or fails to renew for the following year's
directory.
Fair Value of Financial Instruments
In accordance with requirements of Statement of Financial Accounting
Standards No. 107, Disclosures about Fair Value of Financial Instruments, the
following methods and assumptions were used by Holdings in estimating the
fair value disclosures:
Cash and Short-Term Receivables
The carrying amounts approximate fair values because of short maturities
of these instruments and the reserves for doubtful accounts which in the
opinion of management is adequate to state short-term receivables at their
fair value.
Long-Term Debt
Based on the borrowing rates currently available to the Company for loans
with similar terms and average maturities, management of the Company believes
the fair value of long-term debt approximates its carrying value at December
31, 1998.
Long-Lived Assets
Property, equipment and leasehold improvements are carried at cost, less
depreciation and amortization. Depreciation is computed using the straight-line
method over the assets' estimated useful lives which range from three to seven
years. Leasehold improvements are amortized over the shorter of their estimated
useful lives or the lease period.
Acquired intangibles are carried at cost which represents the excess of
the purchase price over the fair value of net tangible assets acquired in
connection with acquisitions of regional providers of yellow page directories.
Acquired intangibles consist primarily of consumer lists with initial carrying
values, which, in the opinion of management, are equal to fair market value on
the date of acquisition. Acquired intangibles are being amortized over five
years.
In accordance with Statement of Financial Accounting Standard No. 121,
Holdings reviews the carrying value of property, equipment and leasehold
improvements for evidence of impairment through comparison of the undiscounted
cash flows generated from those assets to the related carrying amounts of the
assets. The carrying value of acquired intangibles is evaluated for impairment
through comparison of the undiscounted
F-9
<PAGE> 56
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
cash flows derived from publication of acquired directories to the carrying
value of the related intangibles.
Debt Issuance Costs
Debt issuance costs are being amortized over the term of the related debt
using the weighted-average declining balance method (which approximates the
interest method) or the straight line method based on the repayment terms of
the related debt. Amortization of debt issuance costs is included in interest
expense in the accompanying statements of operations.
Income Taxes
No provision has been made in the accompanying statements of income for
federal and state income taxes, except for the California minimum franchise
tax, as any taxable income or loss of the Partnership is included in the income
tax returns of the Partnership's partners.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
New Accounting Standards
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130, Reporting Comprehensive Income (SFAS 130). This statement requires
Holdings to report in the financial statements, in addition to net income,
comprehensive income and its components including foreign currency items and
unrealized gains and losses on certain investments in debt and equity
securities. SFAS 130 is effective for fiscal years beginning after December 15,
1997. There was no difference between Holdings net income (loss) for the
years ended April 30, 1996, 1997, and 1998 and for the eight months ended
December 31, 1998.
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, Disclosures about Segments of an Enterprise and Related Information
(SFAS 131). This statement establishes standards for reporting information
about operating segments in annual financial statements and requires selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas and major customers. Under SFAS 131,
operating segments are to be determined consistent with the way that
F-10
<PAGE> 57
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
management organizes and evaluates financial information internally for making
operating decisions and assessing performance. Holdings operates in one
reportable segment.
2. DIRECTORY ACQUISITIONS
For the year ended April 30, 1998 and the eight months ended December 31,
1998, TransWestern acquired the following, which were accounted for by the
purchase method of accounting:
On February 2, 1998, TransWestern purchased certain tangible and
intangible assets totaling $8,433 of Mast Advertising and Publishing, Inc.
("Mast") for cash of $7,734 and other liabilities totaling $699. The
obligations represent a Seller Note Payable and potential adjustment of
such note based on actual cash collection performance of certain
directories acquired and certain acquisition related expenses.
On July 16, 1998, TransWestern purchased all of the outstanding
common stock of Target Directories of Michigan, Inc. ("Target") for cash
of approximately $5,400. In connection with the acquisition, TransWestern
also assumed certain liabilities of Target totaling approximately $1,600.
On November 23, 1998, TransWestern purchased certain tangible and
intangible assets of M&M Publishing, Inc. ("M&M") for cash of $1,200,
subject to potential adjustment.
On November 30, 1998, TransWestern purchased certain tangible and
intangible assets of Universal Phone Books, Inc. ("Universal") for cash of
$13,939, a seller promissory note of $2,000 and other liabilities totaling
$434. The seller note is subject to adjustment based on collection
performance of certain acquired directories.
Assuming that the acquisitions of Mast, Target, M&M and Universal had occurred
on May 1, 1997 and 1998, pro forma results of operations would have been as
follows:
<TABLE>
<CAPTION>
YEAR ENDED EIGHT MONTHS ENDED
APRIL 30, 1998 DECEMBER 31, 1998
-------------- ------------------
<S> <C> <C>
Revenues................................ $113,332 $64,300
Loss Before Extraordinary Item.......... (2,747) (6,082)
Net Loss................................ (7,538) (6,082)
</TABLE>
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 acquisitions.
F-11
<PAGE> 58
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
3. FINANCIAL STATEMENT DETAILS
Property, Equipment and Leasehold Improvements
<TABLE>
<CAPTION>
APRIL 30,
DECEMBER 31, --------------
1998 1998 1997
----------- ------- ------
<S> <C> <C> <C>
Computer and office equipment.................... $ 6,122 $ 5,148 $ 4,335
Furniture and fixtures........................... 1,636 1,508 1,370
Leasehold improvements........................... 310 278 233
------- ------- -------
8,068 6,934 5,938
Less accumulated depreciation and amortization... (5,091) (4,240) (3,098)
------- ------- -------
$ 2,977 $ 2,694 $ 2,840
======= ======= =======
</TABLE>
ACQUIRED INTANGIBLES
<TABLE>
<CAPTION>
APRIL 30,
DECEMBER 31, ------------------
1998 1998 1997
------------ -------- --------
<S> <C> <C> <C>
Customer Base.................................. $ 60,031 $ 36,520 $ 27,957
Less accumulated amortization.................. (25,545) (21,660) (15,716)
-------- -------- --------
$ 34,486 $ 14,860 $ 12,241
======== ======== ========
</TABLE>
OTHER ASSETS
<TABLE>
<CAPTION>
APRIL 30,
DECEMBER 31, ---------------
1998 1998 1997
------------ ------ -------
<S> <C> <C> <C>
Debt issuance costs............................... $11,367 $10,304 $ 2,827
Less accumulated amortization..................... (1,621) (676) (1,140)
------- ------ -------
$ 9,746 $9,628 $ 1,687
======= ====== =======
</TABLE>
F-12
<PAGE> 59
TRANSWESTERN HOLDINGS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
4. FINANCING ARRANGEMENTS
Principal balances under the Company's long-term financing arrangements
consist of the following:
<TABLE>
<CAPTION>
APRIL 30,
DECEMBER 31, -----------------
1998 1998 1997
------------ -------- --------
<S> <C> <C> <C>
Series B and C 9 5/8% Senior Subordinated Notes,
including $1,784 of unamortized premium at
December 31, 1998............................. $141,784 $100,000 $ --
Series B 11 7/8% Senior Discount Notes .. 37,060 34,303 --
Senior Credit Facility:
Senior term loan.............................. 67,906 79,469 68,100
Revolving loan................................ -- -- 9,400
Other notes payable............................. 2,466 266 935
-------- -------- -------
249,216 214,038 78,435
Current portion of long-term debt............... 2,207 2,391 10,921
-------- -------- -------
Long-term debt net of current portion........... $247,009 $211,647 $67,514
======== ======== =======
</TABLE>
Fees. In connection with the Recapitalization, Holdings incurred loan fees
of $17.3 million; $3.3 million for the Senior Credit Facility, $3.4 million for
the Senior Subordinated Facility, $1.25 million for the Senior Discount Notes
(as defined), and $9.3 million for transaction costs. Of the $17.3 million,
$12.7 million was capitalized as debt issuance costs related to debt incurred in
connection with the Recapitalization. Debt issuance costs are being amortized
over the term of the related debt using the interest method. The $3.4 million of
capitalized loan fees related to the Senior Subordinated Facility were
subsequently written-off as an extraordinary item (see discussion below).
SERIES B AND C 9 5/8% SENIOR SUBORDINATED NOTES DUE 2007
Maturity, Interest and Principal. The $140 million outstanding aggregate
amount of Senior Subordinated Notes (the "Notes") consists of $100 million of
Series B 9 5/8% Senior Subordinated Notes issued on April 3, 1998 and $41.8
million of Series C 9 5/8% Senior Subordinated Notes issued on December 2, 1998
which includes $1.8 million of unamortized premium. Both series will mature on
November 15, 2007 and bear interest at a rate of 9 5/8% per annum from the date
of original issuance until maturity. Interest is payable semiannually in
arrears on each May 15 and November 15, commencing May 15, 1998, to holders of
record of the Notes at the close of business on the immediately preceding May 1
and November 1, respectively. The Company will pay interest on any overdue
principal (including post-petition interest in a proceeding under any
F-13
<PAGE> 60
TRANSWESTERN HOLDINGS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
4. FINANCING ARRANGEMENTS (CONTINUED)
Bankruptcy Law), and interest, to the extent lawful, at the rate specified in
the Senior Subordinated Notes. The Notes are general unsecured obligations of
the Company, subordinated in right of payment to all existing and future senior
indebtedness of the Company, pari passu in right of payment to all senior
subordinated indebtedness of the Company and senior in right of payment to all
subordinated indebtedness.
Optional Redemption. The Notes will be redeemable at the option of the
Company, in whole or in part, at any time on or after November 15, 2002 at the
following redemption prices (expressed as a percentage of principal amount),
together, in each case, with accrued interest to the redemption date, if
redeemed during the twelve-month period beginning on November 15 of each year
listed below:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
---- ----------
<S> <C>
2002................................................ 104.813%
2003................................................ 103.208
2004................................................ 101.604
2005 and thereafter................................. 100.000
</TABLE>
Notwithstanding the foregoing, the Company, at its option, may redeem in
the aggregate up to 35% of the original principal amount of the Notes at any
time and from time to time prior to November 15, 2000 at a redemption price
equal to 109.625% of the aggregate principal amount so redeemed, together with
accrued interest thereon to the redemption date, out of the net proceeds of one
or more Public Equity Offerings (as defined), provided, however, that at least
$65.0 million of the principal amount of the Notes remains outstanding
immediately after the occurrence of any such redemption and that any such
redemption occurs within 90 days following the closing of any such Public
Equity Offering (as defined).
In the event of redemption of fewer than all of the Notes, Wilmington
Trust Company, (the "Trustee"), shall select, if the Notes are listed on a
national securities exchange, in accordance with the rules of such exchange or,
if the notes are not so listed, either on a pro rata basis or by lot or in such
other manner as it shall deem fair and equitable the Notes to be redeemed;
provided, that if a partial redemption is made with the proceeds of a Public
Equity Offering, selection of the Notes or portion thereof for redemption will
be made by the Trustee on a pro rata basis, unless such method is prohibited.
The Notes will be redeemable in whole or in part upon not less than 30 nor more
than 60 days' prior written notice, mailed by first class mail to a holder's
last address as it shall appear on the register maintained by the Registrar of
the notes. On and after any redemption date, interest will cease to accrue on
the notes or portions thereof called for redemption unless the Company shall
fail to redeem any such Senior Subordinated Note.
F-14
<PAGE> 61
TRANSWESTERN HOLDINGS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
4. FINANCING ARRANGEMENTS (CONTINUED)
Covenants. The Senior Subordinated Indenture contains covenants
restricting the ability of the Company and its subsidiaries to, among other
things, (i) incur additional indebtedness; (ii) prepay, redeem or repurchase
debt;(iii) make loans and investments; (iv) incur liens and engage in sale
lease-back transactions; (v) transact with affiliates; (vi) engage in mergers,
acquisitions and asset sales; (vii) make optional payments on or modify the
terms of subordinated debt; (viii) restrict preferred and capital stock of
subsidiaries and (ix) declare dividends or redeem or repurchase capital stock.
As of December 31, 1998, the Company was in compliance with covenants specified
in the Senior Subordinated Indenture.
The Exchange Offer. On April 3, 1998, the Company consummated its exchange
offer to exchange $100 million of the aggregate principal amount outstanding of
its 9 5/8% Senior Subordinated Notes due 2007 (the "Old Notes") for $100
million of aggregate principal of Series B 9 5/8% Senior Subordinated Notes due
2007 (the "Exchange Notes"). The form and terms of the Exchange Notes are the
same as the form and term of the Old Notes except that (i) the Exchange Notes
bear a Series B designation and (ii) the Exchange Notes have been registered
under the Securities Act of 1933, as amended, and therefore, do not bear
legends restricting the transfer thereof. The Exchange Notes evidence the same
debt as the Old Notes (which they replace).
As of December 31, 1998, the $40 million aggregate principal of newly
issued Series C 9 5/8% Senior Subordinated Notes due 2007 (the "The New Notes")
had not been exchanged and remained unregistered under the Securities Act of
1933, as amended, and therefore bear legends restricting the transfer thereof.
Guarantee. Target Directories of Michigan, Inc. ("Target"), which is
wholly-owned by the Company, fully and unconditionally guaranteed the Notes on
an unsecured senior subordinated basis. Target is the Company's only
consolidated operating subsidiary and it has no debt senior to the Notes.
Separate full financial statements and other disclosures concerning Target have
not been presented because, in the opinion of management, such information is
not deemed material or meaningful. At December 31, 1998, and for the eight
months then ended, Target had total assets of $6,800, net assets of $5,500, net
revenues of $1,600 and net income of $60. The indenture governing the Notes
provides certain restrictions on the ability of Target to make distributions to
the Company.
SENIOR SUBORDINATED FACILITY
In connection with the Recapitalization, the Company also entered into the
Senior Subordinated Facility with Canadian Imperial Bank of Commerce ("CIBC")
and First Union National Bank ("First Union"). The Company initially borrowed
$75.0 million under this agreement in October 1997 and capitalized associated
loan fees of $3.4 million. Upon the issuance of the $100 million of Series B
9 5/8% Notes in November 1997, the Company exercised its permitted redemption
rights under this agreement and prepaid the $75.0 million principal balance
outstanding under the agreement and the agreement was terminated. In connection
with the redemption, the capitalized loan fees of $3.4 million were written off
as an extraordinary expense in the statement of operations for the year ended
April 30, 1998.
F-15
<PAGE> 62
TRANSWESTERN HOLDINGS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
4. FINANCING ARRANGEMENTS (CONTINUED)
SENIOR CREDIT FACILITY
In connection with the Recapitalization, the Company entered into the
Senior Credit Facility with CIBC and First Union and other lenders, pursuant to
which the Company may borrow up to $125.0 million consisting of a revolving
credit facility of up to $40.0 million (the "Revolving Credit Facility") and a
Senior Term Loan in an aggregate principal amount of $85.0 million (the "Senior
Term Loan"). Principal payments on the Senior Term Loan are due quarterly
through maturity, October 1, 2004. The revolving credit agreement expires on
October 1, 2003. Borrowings under this agreement rank senior to all other
indebtedness of the Company and are Secured by all the assets of the Company.
Repayment. Principal outstanding under the Senior Credit Facility is
required to be paid on a quarterly basis. Annual minimum principal payments at
December 31, 1998 are:
<TABLE>
<S> <C>
1999.......................................... $ 1,741
2000.......................................... 1,741
2001.......................................... 1,741
2002.......................................... 1,741
2003.......................................... 22,635
Thereafter.................................... 38,307
-------
$67,906
=======
</TABLE>
Revolving Credit Facility. Commitments under the Revolving Credit Facility
will be reduced on a quarterly basis commencing on January 1, 2000. The
commitment on the Revolving Credit Facility is reduced by $6.0 million in each
of the fiscal years 2000, 2001, 2002 and expires in fiscal year 2003. As of
December 31, 1998, no borrowings were outstanding under the Revolving Credit
Facility.
Security; Guaranty. The Revolving Credit Facility and the Senior Term Loan
are secured by a first priority lien on substantially all of the properties and
assets of the Company and its future subsidiaries, including a pledge of all of
the shares of the Company's future subsidiaries, if any. Future subsidiaries of
the Company (if any) will be required to guarantee the Revolving Credit
Facility and the Senior Term Loan.
Interest. At the Company's option, the interest rates per annum applicable
to the Revolving Credit Facility and the Term Loans will be a fluctuating rate
of interest measured by reference to (i) LIBOR plus the applicable borrowing
margin, or (ii) a rate per annum equal to the higher of the published prime
rate of the Agent Bank or the Federal Funds Rate (as defined in the Senior
Credit Facility) as quoted by the Agent Bank plus 1/2 of 1% (the "ABR") plus
the applicable borrowing margin. The applicable borrowing margin for the
Revolving Credit Facility ranges from 1.375% to 2.500% for LIBOR based
borrowings and 0.375% to 1.500% for ABR based borrowings. The applicable
F-16
<PAGE> 63
TRANSWESTERN HOLDINGS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
4. FINANCING ARRANGEMENTS (CONTINUED)
borrowing margin for the Term Loan ranges from 1.875% to 2.750% for LIBOR based
borrowings and 0.875% to 1.750% for ABR based borrowings. At April 30, 1998
the Company had $79.5 million outstanding on the Senior Term Loan under a one
month LIBOR at 8.40625% and at December 31, 1998 the Company had $67.9 million
outstanding on the Senior Term Loan under a one month LIBOR at 7.93563%.
Prepayments; Reductions of Commitments. The Senior Term Loan is required
to be prepaid and commitments under the Revolving Credit Facility are required
to be permanently reduced with: (i) 100% of the net cash proceeds of asset
sales or other dispositions of property if such proceeds are not used to
purchase or acquire other assets within 180 days of the original asset sale,
subject to limited exceptions, (ii) 50% of excess cash flow (as defined) for
the eight month period ended December 31, 1998 and all fiscal years ended
December 31, thereafter, if the Company's total leverage ratio (as defined)
determined as of the last day of the eight month period ended December 31,
1998 and all fiscal years ended December 31, thereafter, equals or exceeds
5.0 to 1, (iii) 100% of excess insurance proceeds (as defined) and (iv) 100%
of the net proceeds (as defined) of issuances of equity securities or debt
obligations of the Company, subject to limited exceptions, and subject to
reduction to 50% of such proceeds if the Company's total leverage ratio
(as defined) is less than 5.0 to 1. Such mandatory prepayments and reductions
will first be applied to the permanent reduction of the Senior Term Loan and
second to the permanent reduction of the Revolving Credit Facility. Within
the Senior Term Loan, prepayments with proceeds described in clause (i) or
(iii) above will be applied pro rata to the remaining installments of the
Senior Term Loan and prepayments with proceeds described in clause (ii) or
(iv) above will be applied to each remaining installment of the Senior Term
Loan in inverse order of maturity. The Company may make voluntary prepayments
in minimum principal amounts of $50,000 or a whole multiple thereof.
Covenants. The Senior Credit Facility contains covenants restricting the
ability of the Company and its subsidiaries to, among other things, (i) declare
dividends or redeem or repurchase capital stock, (ii) prepay, redeem or
repurchase debt, (iii) incur liens and engage in sale lease-back transactions,
(iv) make loans and investments, (v) incur additional indebtedness, (vi) amend
or otherwise alter debt and other material agreements, (vii) make capital
expenditures, (viii) engage in mergers, acquisitions and asset sales, (ix)
transact with affiliates, (x) alter its line of business, (xi) enter into
guarantees of indebtedness, and (xii) make optional payments on or modify the
terms of subordinated debt. The Company must also make certain customary
indemnifications of the Lenders and their agents is required to comply with
financial covenants with respect to: (a) a minimum interest coverage ratio, (b)
a minimum EBITDA, (c) a maximum leverage ratio, and (d) a minimum fixed charge
coverage ratio (all defined in the Senior Credit Facility Agreement). The
Senior Credit Facility also contains certain customary affirmative covenants.
As of December 31, 1998, the Company was in compliance with all covenants
specified in the Senior Credit Facility.
F-17
<PAGE> 64
TRANSWESTERN HOLDINGS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
4. FINANCING ARRANGEMENTS (CONTINUED)
Events of Default. Events of default under the Senior Credit Facility
include (i) the Company's failure to pay principal or interest when due, (ii)
the Company's material breach of any covenant, representation or warranty
contained in the loan documents, (iii) customary cross-default provisions, (iv)
events of bankruptcy, insolvency or dissolution of the Company, (v) the levy of
certain judgments against the Company, (vi) certain adverse events under ERISA
plans of the Company, (vii) the actual or asserted invalidity of security
documents or guarantees of the Company or its subsidiaries, and (viii) a change
of control of the Company.
SENIOR DISCOUNT NOTES
On November 12, 1997 Holdings and Capital, the Company's parent, issued
$32.5 million of initial aggregate principal ($57.9 million principal at
maturity) of their 11 7/8% Senior Discount Notes due 2008 (the "Discount
Notes"). The Discount Notes are joint and several obligations of Holding and
Capital and are guaranteed by TransWestern (Holdings Wholly-Owned Subsidiary).
The net proceeds from the sale of the Discount Notes were used to redeem
approximately one-half of the existing Preferred Units of Holdings held by its
limited partners on the date of issuance.
Maturity, Interest and Principal. The Discount Notes will mature on
November 15, 2008 and interest is not payable prior to November 15, 2002.
Thereafter, interest on the Discount Notes will accrue at the rate of 11 7/8%
per annum and will be payable semi-annually on each May 15 and November 15,
commencing May 15, 2003, to the holders of record of Discount Notes at the close
of business on the May 1 and November 1 immediately preceding such interest
payment date. Interest on the Discount Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
November 15, 2002. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months. Commencing November 15, 2002, interest is
payable at the option of Holdings, in whole but not in part, at the rate of 13
3/8% per annum by the issuance of additional Discount Notes (valued at 100% of
the face amount thereof) in lieu of cash interest; provided, however, that in
connection with any redemption or repurchase of the Discount Notes as permitted
or required by the Discount Note Agreement and upon the acceleration of the
Discount Notes, all accrued interest shall be payable solely in cash. As used
herein, the term "Discount Notes" shall include Discount Notes issued in lieu of
cash interest on the Discount Notes in accordance with the Indenture, unless the
context indicates otherwise.
F-18
<PAGE> 65
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLARS IN THOUSANDS)
4. FINANCING ARRANGEMENTS (CONTINUED)
In connection with the issuance of the Discount Notes, Holdings granted the
initial purchasers certain exchange and registration rights. Based upon the
terms of such agreement, Holdings filed a Registration Statement on Form S-4,
which became effective March 3, 1998, in connection with its offer to exchange
new Discount Notes registered under the Securities Act of 1933, as amended, for
the Old Discount Notes. The Exchange Offer expired on April 3, 1998.
Security; Guaranty. The Discount Notes are limited to $57.9 million
aggregate principal amount at maturity (other than Discount Notes issued in lieu
of cash interest on the Discount Notes in accordance with the Indenture). The
Discount Notes are general senior unsecured obligations of the Holdings, ranking
senior in right of payment to any subordinated indebtedness of the Holdings. The
Discount Notes are effectively subordinated in right of payment to all existing
and future obligations of the Company's subsidiaries, including TransWestern.
The Discount Notes were issued at a substantial discount to their aggregate
principal amount at maturity with the gross proceeds from the issuance totaling
approximately $32.5 million. Based on the issue price thereof, the yield to
maturity of the Discount Notes is 11 7/8% per annum (computed on a semi-annual
bond equivalent basis and assuming no Discount Notes are issued in lieu of cash
interest thereon).
Optional Redemption. The Discount Notes are be redeemable at the option of
Holdings, in whole or in part, at any time on or after November 15, 2002 at the
following redemption prices (expressed as a percentage of principal amount at
maturity), together, in each case, with accrued interest, if any, to the
redemption date, if redeemed during the twelve-month period beginning on
November 15 of each year listed below:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
---- ----------
<S> <C>
2002........................................ 105.938%
2003........................................ 103.958%
2004........................................ 101.979%
2005 and thereafter......................... 100.000%
</TABLE>
Notwithstanding the foregoing Holdings, at its option, may redeem all, but
not less than all, of the aggregate principal amount of the Discount Notes
outstanding at any time prior to November 15, 2002 at a redemption price equal
to 11.1875% of the accreted value thereof, out of the net proceeds of one or
more Public Equity Offerings (as defined); provided, however, that any such
redemption occurs within 90 days following the closing of any such Public Equity
Offering (as defined).
F-19
<PAGE> 66
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLARS IN THOUSANDS)
4. FINANCING ARRANGEMENTS (CONTINUED)
Holdings will be obligated in certain instances to make an offer to
repurchase the Discount Notes at a purchase price equal to (i) 100% of the
accreted value thereof, if the repurchase date is on or prior to November 13,
2002, or (ii) 100% of the principal amount at maturity thereof, together with
accrued and unpaid interest thereon to the purchase date, with the net cash
proceeds of certain asset sales.
In the event of redemption of fewer than all of the Discount Notes, the
Wilmington Trust Company (the "Trustee") shall select, if the Discount Notes are
listed on a national securities exchange, in accordance with the rules of such
exchange or, if the Discount Notes are not so listed, either on a pro rata basis
or by lot or in such other manner as it shall deem fair and equitable the
Discount Notes to be redeemed; provided, that if a partial redemption is made
with the proceeds of a Public Equity Offering, selection of the Discount Notes
or portion thereof for redemption will be made by the Trustee on a pro rata
basis, unless such method is prohibited. The Discount Notes will be redeemable
in whole or in part upon not less than 30 nor more than 60 days' prior written
notice, mailed by first class mail to a holder's last address as it shall appear
on the register maintained by the Registrar of the Discount Notes. On and after
any redemption date, accreted value will cease to accrete or interest will cease
to accrue, as the case maybe, on the Discount Notes or portions thereof called
for redemption unless Holdings shall fail to redeem any such Note.
Change of Control. Upon the occurrence of a Change of Control (as defined),
each holder of the Discount Notes will be entitled to require Holdings to
purchase such holder's Discount Notes at a purchase price equal to (i) 101% of
the accreted value thereof, if the repurchase date is on or prior to November
15, 2002 or (ii) 101% of the principal amount at maturity thereof, together with
accrued and unpaid interest thereon, if any, to the repurchase date, if such
date is after November 15, 2002.
Covenants. The Discount Note Indenture contains covenants for the benefit
of the holders of the Discount Notes that, among other things, restrict the
ability of Holdings and any of its Restricted Subsidiaries (including the
Company) to (i) incur additional indebtedness, (ii) pay dividends and make
distributions, (iii) issue stock of subsidiaries, (iv) make certain investments,
(v) repurchase stock, (vi) enter into transactions with affiliates, (vii) enter
into sale lease-back transactions and (viii) merge or consolidate the Company.
Holdings is also limited in its ability to create liens and transfer or sell
assets. These covenants are subject to a number of important exceptions,
including the allowance of Permitted Tax Distributions as a result of Holdings'
status as a limited partnership. (as specified in the Discount Note Agreement).
As of April 30, 1998, the Company was in compliance with all covenants specified
in the Discount Note.
F-20
<PAGE> 67
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
5. PARTNERSHIP DEFICIT
Holdings is a limited partnership formed under the Delaware Revised Uniform
Limited Partnership Act (as amended from time to time, the "Delaware Limited
Partnership Act"). Holdings is governed by its Third Amended and Restated
Agreement of Limited Partnership, (the "Partnership Agreement"), between
Holdings and each of the New Investors. Interests in Holdings are owned 98.3% by
the New Investors and 1.7% by TCC. TCC is a corporation organized under the
Delaware General Corporation Law. The Partnership Agreement governs the relative
rights and duties of its limited partners and its general partner with respect
to Holdings.
TCC controls, directs and exercises full control over all of Holdings
activities and the Partnership Agreement vests all management powers over the
business and affairs of Holdings exclusively in TCC. Holdings' limited partners
have no right of control or management power over the business and affairs of
Holdings except in their various capacities as an officer or director of
Holdings or TCC, as the case may be. Any change affecting the rights and
liabilities of any of Holdings' limited partners requires the consent of such
limited partner.
TCC may not withdraw as Holdings' general partner without the consent of
the holders of a majority of the Class A Units, except that TCC shall be deemed
to have withdrawn as Holdings' general partner upon the effective date of the
transfer of all of its interests in Holdings.
F-21
<PAGE> 68
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLARS IN THOUSANDS)
5. PARTNERSHIP DEFICIT (CONTINUED)
The Partnership Agreement, and therefore Holdings' existence will continue
in effect until the earlier to occur of (i) December 31, 2043, (ii) the
withdrawal of TCC if Holdings' limited partners to do not elect a successor
general partner, and (iii) the occurrence of an act that results in TCC ceasing
to be general partner under the Delaware Limited Partnership Act.
During the eight months ended December 31, 1998, Holdings repurchased 41
General Partnership units, 2,698 Preferred units, 5,282 Class A Common units,
and 413 Class B Common units for $10,000, $149,000, $292,000 and $210,
respectively. The repurchased units were subsequently sold to existing
partners. These contributions from partners consisted of 26 General Partnership
units, 1,673 Preferred units, 3,275 Class A Common Units, and 324 Class B
Common Units for $6,000, $92,000, $181,000, and $241 respectively.
As of December 31, 1998 the partnership's general partner equity consists
of 9,800 authorized, and 9,759 issued and outstanding units with such units
representing a 1.7% interest in the limited partnership. The Partnership's
limited partner equity consists of 1,270,456 authorized, and 656,962 issued and
outstanding Preferred units, 1,270,456 authorized, and 1,265,173 issued and
outstanding Class A Common units and 10,000 authorized, and 9,587 issued and
outstanding Class B Common units. The Preferred units are entitled to a
preferred yield of 12.0% per annum, compounded quarterly, and an amount equal
to the original investment in such Preferred units (net of any prior repayments
of Preferred units) plus any accrued and unpaid preferred yield (collectively
the "Preference Amount") on any liquidation or other distribution by the
Partnership. After payment of the Preference Amount, Partners holding Class A
Units are entitled to share in any remaining proceeds of any liquidation or
other distribution by the Partnership pro rata according to the number of
Class A units held by such partners. Holders of Class B units will also be
entitled to share in a percentage of any such distributions, but only if the
holders of the Preferred units and the Class A units have achieved specified
levels of return on their investment as set forth in the Partnership Agreement.
Each Management Investor has entered into an Executive Agreement with
Holdings and TCC (each, an "Executive Agreement"), pursuant to which such
Management Investor purchased Class B Units which are subject to a five-year
vesting period, which vesting schedule accelerates upon a sale of Holdings. The
Class B Units were issued in connection with the Recapitalization to members of
management as incentive units at fair market value. Under each Management
Investor's Executive Agreement, in the event that such Management Investor's
employment with the Company is terminated for any reason, Holdings has the
option to repurchase all of such Management Investor's vested Class B Units in
accordance with the provisions outlined in the Partnership Agreement and all
other of such Management Investor's interests in Holdings and TCC at a price
per unit derived as specified in the Partnership Agreement. In addition, in the
event of a termination of the Management Investor's employment by Holdings
without "cause" or by such Management Investor for "good reason" or such
Management Investor's death or disability, such Management Investor may require
Holdings or TCC to repurchase his or her vested Class B Units in accordance
with the provisions outlined in the Partnership Agreement and all other
interests of such Management Investor in Holdings and TCC at a price per unit
derived as specified in the Partnership Agreement.
Pursuant to the Recapitalization, Holdings, TCC, and the New Partners
entered into a registration agreement (the "Registration Agreement"). Under the
Registration Agreement, the holders of a majority of registrable securities
owned by certain investors have the right at any time, subject to certain
conditions, to require Holdings to register any or all of their interests in
Holdings' under the Securities Act on Form S-1 (a "Long-Form Registration") on
F-22
<PAGE> 69
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLARS IN THOUSANDS)
5. PARTNERSHIP DEFICIT (CONTINUED)
three occasions at Holdings' expense and on Form S-2 or Form S-3 (a "Short-Form
Registration") on three occasions at Holdings' expense. Holdings is not
required, however, to effect any such Long-Form Registration or Short-Form
Registration within six months after the effective date of a prior demand
registration. In addition, all holders of registrable securities are entitled to
request the inclusion of such securities in any registration statement at
Holdings' expense whenever Holdings proposes to register any of its securities
under the Securities Act (other than pursuant to a demand registration). In
connection with such registrations, Holdings has agreed to indemnify all holders
of registrable securities against certain liabilities including liabilities
under the Securities Act. In addition, Holdings has the one-time right to
preempt a demand registration with a piggyback registration.
Both the Senior Credit Facility and the Discount Note Indenture generally
limit Holdings' ability to pay cash distributions to its partners other than
distributions in amounts approximately equal to the income tax liability of the
partners of Holdings resulting from the taxable income of Holdings (the "Tax
Distributions").
F-23
<PAGE> 70
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLARS IN THOUSANDS)
5. PARTNERSHIP DEFICIT (CONTINUED)
Tax Distributions will be based on the approximate highest combined tax rate
that applies to any one of Holdings' partners.
During fiscal 1996, 1997 and 1998, Holdings made distributions to Common
unit holders for income taxes totaling, $3,400 and $5,801, $2,100 respectively.
Holdings also made distributions in connection with recapitalization
transactions completed in fiscal 1996 and fiscal 1998 totaling, $36,400 and
$205,631, respectively. In November 1997, Holdings redeemed approximately
610,800 Preferred units from the net proceeds of the Discount Notes offering
of approximately $31.3 million raised through the issuance of the Series
B 11 7/8% Senior Discount Notes.
As of April 30, 1997, the Partnership's general partner equity consisted
of 9,800 authorized, issued and outstanding units with such units representing
a 1.0% interest in the limited partnership. Also as of April 30, 1997,
limited partner equity of the Partnership consisted of 3,968,236 authorized,
issued and outstanding Class A Common units and 314,290 authorized Class E
Incentive units, of which 299,698 were issued and outstanding. All outstanding
units were redeemed in the Recapitalization completed in October 1997.
6. BENEFIT PLANS
401(k) and Profit Sharing Plan
Substantially all of Holdings' employees are covered by a 401(k)
and profit sharing retirement plan. Employees can make contributions to the
plan up to the maximum amount allowed by federal tax code regulations. The
Partnership may match the employee contributions, up to a limitation of 83% of
the first 6% of annual earnings per participant. Holdings may also make
annual discretionary profit sharing contributions. Contributions to the plan
for the years ended April 30, 1996, 1997 and 1998 were approximately, $761,
$761, and $1.1 million, respectively and $590 for the eight months ended
December 31, 1998.
As mentioned in Note 1, Holdings elected to change its fiscal year from
April 30 to December 31. As a result, the Company also amended the plan year of
the TransWestern Publishing 401(k) and Profit Sharing Plan from April 30 to
December 31.
Equity Compensation Plan
Prior to formation of TransWestern, 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 income when declared by
the Board of Directors, generally following a significant refinancing
transaction.
F-24
<PAGE> 71
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
Distributions to the Plan related to refinancing transactions completed in
the twelve month periods ending April 30, 1996 and fiscal 1998 totaled $796 and
$5,543, respectively. 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 three years of the date of
contribution. In the twelve month periods ending April 30, 1997 and 1998, the
Plan Administrators paid distributions totaling $411 and $2.6 million. In the
eight months ended December 31, 1998 the plan administrators paid $2.9 million
and as of December 31, 1998, the plan had no undistributed equity.
As a result of the Recapitalization, the existing Equity Compensation Plan
was terminated. The Company adopted a new Equity Compensation Plan which will
function similar to the old plan.
7. LEASE COMMITMENTS
The Company leases office facilities in several cities throughout the
United States under operating leases with remaining terms ranging from one to
six years. Total rent expense for the years ended April 30, 1996, 1997, and
1998, was $1,750, $1,866 and $1,745 respectively and $1,208 for the eight
months ended December 31, 1998. Annual minimum lease payments due as of
December 31, 1998 under these leases are:
<TABLE>
<S> <C>
1999................................................... $1,753
2000................................................... 1,464
2001................................................... 1,052
2002................................................... 863
2003................................................... 534
------
$5,666
======
</TABLE>
8. RELATED PARTY TRANSACTIONS
In connection with the Recapitalization, Holdings entered into a
Management Agreement with Thomas H. Lee, Co. ("THL Co.") pursuant to which THL
Co. agreed to provide (i) general executive and management services, (ii)
identification, negotiation and analysis of financial and strategic
alternatives, and (iii) other services agreed upon by the Company and THL Co.
On the Recapitalization closing date, THL Co. and the other equity investors in
the Company each received their pro rata portion of a $5.0 million transaction
fee. In addition, THL and all other equity investors will receive a pro rata
portion of the $500,000 annual management fee (the "Management Fee"), plus THL
will be reimbursed for all reasonable out-of-pocket expenses (payable monthly
in arrears). The Management Agreement has an initial term of one year, subject
to automatic one-year extensions, unless the Company or THL Co. provides
written notice of termination no later than 30 days prior to the end of the
initial or any successive period.
F-25
<PAGE> 72
TRANSWESTERN HOLDINGS L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
(ALL DOLLARS IN THOUSANDS)
9. SUBSEQUENT EVENTS
On January 5, 1999, the Company completed the purchase of certain tangible
and intangible assets of United Directory Services, Inc. ("United") for a price
of $17.0 million, including earn-out payments on a certain directory. United
published 14 directories in Texas in 1998. On January 8, 1999 the Company
purchased certain tangible and intangible assets of Lambert Publishing
("Lambert") for approximately $11.0 million. Lambert published eight
directories in Georgia and Alabama in 1998. On January 15, 1999 the Company
purchased certain tangible and intangible assets of Southern Directory
Publishing ("Southern") for approximately $5.2 million. Southern published
seven directories in Georgia in 1998. On February 15, 1999, the Company
purchased certain tangible and intangible assets of Call It, Inc. ("Orange
Line") for approximately $1.3 million. Orange Line published four directories
in Ohio in 1998.
F-26
Exhibit 12.1
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Eight Months Ended
Years Ended April 30, December 31,
---------------------------------------------- -----------------
1998 1997 1996 1995 1994 1998 1997
------ ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Income before extraordinary item and contri-
bution to Equity Compensation Plan $7,862 $10,685 $ 9,079 $ 8,064 $ 1,486 $(5,598) $ (1,021)
Interest expense including amortization
of debt issuance costs 14,706 7,816 6,630 4,345 2,951 14,587 7,897
Interest portion of Rental Expense 436 467 438 428 439 302 290
------ ------- ------- ------- ------- ------ -------
Total Earnings $23,004 $18,968 $16,147 $12,837 $ 4,876 $ 9,291 $ 7,166
====== ======= ======= ======= ======= ======= =======
Fixed Costs:
Interest expenses including amortization
of debt issuance costs $14,706 $ 7,816 $ 6,630 $ 4,345 $ 2,951 $14,587 $7,897
Interest portion of Rental Expense 436 467 438 428 439 302 290
------ ------- ------- ------- ------- ------- -------
Total Fixed Charges $15,142 $ 8,283 $ 7,068 $ 4,773 $ 3,390 14,889 8,187
====== ======= ======= ======= ======= ======= =======
Ratio of Earnings to Fixed Charges 1.52x 2.29x 2.28x 2.69x 1.44x 0.62x 0.88x
====== ======= ======= ======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 8-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> MAY-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 14067
<SECURITIES> 0
<RECEIVABLES> 30539
<ALLOWANCES> (9608)
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<CURRENT-ASSETS> 44558
<PP&E> 8068
<DEPRECIATION> (5091)
<TOTAL-ASSETS> 91767
<CURRENT-LIABILITIES> 29555
<BONDS> 245009
0
0
<COMMON> 0
<OTHER-SE> (184797)
<TOTAL-LIABILITY-AND-EQUITY> 91767
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<TOTAL-REVENUES> 61071
<CGS> 12694
<TOTAL-COSTS> 39706
<OTHER-EXPENSES> 242
<LOSS-PROVISION> 5895
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</TABLE>
