UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q

(Mark one)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002.

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO _____________

Commission File Number 333-42085

TRANSWESTERN PUBLISHING COMPANY LLC
(Exact name of registrant as specified in its charter)


DELAWARE		33-0778740
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)


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

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

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

TABLE OF CONTENTS


		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF OPERATIONS
		CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 2. CHANGES IN SECURITIES
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES
	ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
	ITEM 5. OTHER INFORMATION
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT 10.1

TRANSWESTERN PUBLISHING COMPANY LLC
FORM 10-Q INDEX


		PAGE

PART I.	FINANCIAL INFORMATION




Item 1.	Financial Statements




	Consolidated Balance Sheets as of September 30, 2002 (unaudited) and December 31, 2001		3




	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2002 (unaudited) and 2001 (unaudited)		4




	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 (unaudited) and 2001 (unaudited)		5




	Notes to Unaudited Consolidated Financial Statements		6




Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		12




Item 3.	Quantitative and Qualitative Disclosures About Market Risk		18




Item 4.	Controls and Procedures		18




PART II.	OTHER INFORMATION




Item 1.	Legal Proceedings		18




Item 2.	Changes in Securities		18




Item 3.	Defaults upon Senior Securities		18




Item 4.	Submission of Matters to a Vote of Security Holders		18




Item 5.	Other Information		18




Item 6.	Exhibits and Reports on Form 8-K		18




SIGNATURES			19

TRANSWESTERN PUBLISHING COMPANY LLC
CONSOLIDATED BALANCE SHEETS
(in thousands)


			SEPTEMBER 30,			DECEMBER 31,
			2002			2001

			(UNAUDITED)
ASSETS
Current assets:
	Cash		$	32,482		$	26,913
	Trade receivable, (net of allowance for doubtful accounts of $20,721 at September 30, 2002 and $19,444 at December 31, 2001)			103,428			92,714
	Deferred directory costs			27,173			25,617
	Other current assets			4,774			3,245

		Total current assets		167,857			148,489
Non-current assets:
	Property, equipment and leasehold improvements, net			5,660			6,590
	Acquired intangibles, net			249,836			252,403
	Debt issuance costs, net			11,574			13,192

		Total non-current assets		267,070			272,185

Total assets			$	434,927		$	420,674

LIABILITIES AND MEMBER DEFICIT
Current liabilities:
	Accounts payable		$	15,610		$	17,851
	Salaries and benefits payable			10,960			9,883
	Accrued acquisition costs			4,820			7,447
	Accrued interest			9,015			4,028
	Other accrued liabilities			2,017			2,249
	Equity trust distribution payable			—			2,902
	Customer deposits			36,406			25,420
	Current portion, long-term debt			5,912			5,055

		Total current liabilities		84,740			74,835
Long-term debt:
	Series F Senior Subordinated Notes			215,676			215,777
	Senior credit facility Term A Loan			27,388			30,545
	Senior credit facility Term B Loan			195,500			197,000
	Other long-term liabilities			300			300

		Total non-current liabilities		438,864			443,622

		Total liabilities		523,604			518,457

Member deficit				(88,677	)		(97,783	)

Total liabilities and member deficit			$	434,927		$	420,674

See accompanying notes.

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


		THREE MONTHS ENDED						NINE MONTHS ENDED
		SEPTEMBER 30,						SEPTEMBER 30,

		2002			2001			2002			2001

Net revenues		$	75,036		$	63,634		$	238,552		$	158,765
Cost of revenues			14,211			14,949			43,132			34,348

Gross profit			60,825			48,685			195,420			124,417
Operating expenses:
	Sales and marketing		37,080			29,015			108,007			73,331
	General and administrative		19,199			26,038			52,236			51,676
	Recapitalization transaction costs		—			—			—			15,371
	Contribution to equity compensation plan		—			616			—			5,805

Total operating expenses			56,279			55,669			160,243			146,183

Income (loss) from operations			4,546			(6,984	)		35,177			(21,766	)
Other income (loss), net			23			343			(109	)		287
Interest expense			(8,653	)		(10,041	)		(25,963	)		(23,224	)

Net income (loss) before extraordinary loss		$	(4,084	)	$	(16,682	)	$	9,105		$	(44,703	)
Extraordinary loss			—			—			—			(3,515	)

Net income (loss)		$	(4,084	)	$	(16,682	)	$	9,105		$	(48,218	)

Net income (loss) per member unit		$	(4,084	)	$	(16,682	)	$	9,105		$	(48,218	)

Basic and diluted member units outstanding			1			1			1			1

See accompanying notes.

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


			NINE MONTHS ENDED
			SEPTEMBER 30,

			2002			2001

OPERATING ACTIVITIES
Net income (loss)			$	9,105		$	(48,218	)
Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:
	Loss on early extinguishment of debt			—			3,515
	Write-down of investment in Eversave			—			250
	Loss on write-off of fixed assets			606			—
	Depreciation and amortization			30,563			33,425
	Amortization of deferred debt issuance costs			1,790			1,321
	Provision for doubtful accounts			27,536			16,742
	Changes in operating assets and liabilities, excluding the effects of acquisitions:
		Trade receivables		(10,628	)		(1,350	)
		Write-off of doubtful accounts		(27,695	)		(14,567	)
		Recoveries of doubtful accounts		1,529			1,468
		Deferred directory costs		(1,291	)		(5,932	)
		Other current assets		(1,529	)		(403	)
		Accounts payable		(3,194	)		(4,844	)
		Accrued liabilities		(4,664	)		(13,103	)
		Accrued interest		4,987			7,734
		Customer deposits		11,696			10,005
		Equity trust payable		(2,902	)		2,902

Cash provided by (used in) operating activities				35,909			(11,055	)
INVESTING ACTIVITIES
Purchase of property, equipment and leasehold improvements				(1,112	)		(970	)
Cash paid for acquisition of WorldPages.com, net of cash acquired				—			(140,299	)
Acquisition of directories				(24,046	)		(14,748	)
Deferred financing costs and other assets				(969	)		(7,440	)

Cash used for investing activities				(26,127	)		(163,457	)
FINANCING ACTIVITIES
Borrowings under long-term debt agreements:
	Revolving credit facility			—			61,700
	Senior term loans			—			235,220
	9 5/8% Senior Subordinated Notes			—			74,553
Repayments of long-term debt:
	Revolving credit facility			—			(84,200	)
	Senior term loans and note payable			(3,800	)		(107,395	)
	Repayment of debt assumed in acquisition of WorldPages			—			(73,534	)
Repayments of debt assumed in WorldPages.com acquisition				(413	)		—
Contributions from member				—			125,055
Redemption of member unit				—			(30,004	)

Cash provided by (used in) financing activities				(4,213	)		201,395

Net increase in cash				5,569			26,883
Cash at beginning of period				26,913			1,961

Cash at end of period			$	32,482		$	28,844

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest			$	19,126		$	14,341

See accompanying notes.

TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)

1. GENERAL

The accompanying unaudited consolidated financial statements include the accounts of TransWestern Publishing Company LLC (the “Company”) and its wholly owned operating subsidiaries, Target Directories of Michigan, Inc. (“Target”) and WorldPages, Inc. (“WorldPages”) and its subsidiaries. All significant intercompany transactions have been eliminated. The Company is an independent yellow page directory publisher and is a wholly owned subsidiary of TransWestern Holdings L.P. (the “Partnership”).

These financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States. All adjustments were of a normal recurring nature. All material intercompany balances and transactions have been eliminated. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2001. The 10-K is available on the Internet at http://www.sec.gov.

Certain amounts in prior period consolidated financial statements have been reclassified to conform to the presentation for the three and nine months ended September 30, 2002.

TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)

2. FINANCIAL STATEMENT DETAILS

Property, Equipment and Leasehold Improvements


	SEPTEMBER 30,			DECEMBER 31,
	2002			2001

Land and building	$	—		$	611
Computer and office equipment		11,141			10,219
Furniture and fixtures		2,764			2,492
Leasehold improvements		798			660

		14,703			13,982
Less accumulated depreciation and amortization		(9,043	)		(7,392	)

	$	5,660		$	6,590

Acquired Intangibles


		SEPTEMBER 30,			DECEMBER 31,
		2002			2001

Customer base		$	222,962		$	209,676
Goodwill			168,191			159,689
Licensing agreements			1,224			1,224
Non compete and other			7,296			2,621

			399,673			373,210
Less accumulated amortization			(149,837	)		(120,807	)

	Acquired intangibles, net	$	249,836		$	252,403

Debt issuance costs


		SEPTEMBER 30,			DECEMBER 31,
		2002			2001

Debt issuance costs		$	17,199		$	17,027
Less accumulated amortization			(5,625	)		(3,835	)

	Debt issuance costs, net	$	11,574		$	13,192

TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)

3. LONG TERM DEBT

As of September 30, 2002 the Company had total outstanding long term indebtedness of $438.9 million, including $215.7 million of Series F 9 5/8% Senior Subordinated Notes due 2007, $27.4 million of outstanding borrowings under the Term A loan due 2007, $195.5 million of outstanding borrowings under the Term B loan due 2008, and $0.3 million in acquisition related debt. As of September 30, 2002 the Company had no outstanding borrowings under its $65.0 million revolving credit facility.

4. DIRECTORY ACQUISITIONS

Brazos Valley Telephone Directory Company. On February 26, 2002, the Company purchased certain tangible and intangible assets of Brazos Valley Telephone Directory Company for a total of $0.5 million. The Company acquired one directory in the Mansfield/Kennedale area of Texas.

Phone Directories Company, Inc. On March 22, 2002, the Company purchased certain tangible and intangible assets of Phone Directories Company, Inc. for a total of $0.8 million. The Company acquired four directories in the Tucson, Arizona area.

Arnold Advertising, Inc. On April 11, 2002, the Company purchased the outstanding common stock of Arnold Advertising, Inc. for a total of $8.1 million. The Company acquired three directories in the north Los Angeles, California area.

Western Directory, Inc. On May 1, 2002, the Company purchased certain tangible and intangible assets of Western Directory, Inc. for a total of $3.1 million. The Company acquired two directories in northern Oregon.

Pennco Publishing, Inc. On June 5, 2002, the Company purchased certain tangible and intangible assets of Pennco Publishing, Inc. for a total of $2.5 million. The Company acquired two directories in northwest Oregon.

West Vista Advertising, Inc. On August 15, 2002, the Company purchased certain tangible and intangible assets of West Vista Advertising, Inc. for a total of $9.2 million. The Company acquired seven directories located in Oregon, Arizona, Utah, and Nevada.

The purchase prices for the acquisitions above have been allocated on a preliminary basis to the tangible and intangible assets acquired based on their respective fair values at the date of acquisition, as follows (in


Goodwill	$	5,853
Customer List		12,492
Non-compete		3,075
Other current and non-current net assets		2,626

Assuming that the above acquisitions had occurred on the first day of the Company’s nine month period ended September 30, 2002 and September 30, 2001 the unaudited pro forma results of operations would be as follows:


	Nine months ended September 30,

	2002		2001

	(Unaudited)
Net revenues	$	246,127	$	168,282
Net income (loss)		10,494		(48,256	)
Net income (loss) per member unit		10,494		(48,256	)

TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)

The above pro forma results give effect to pro forma adjustments for the revenue and related costs, the amortization of acquired intangibles and interest expense on borrowings that would have been required to fund the acquisitions.

5. GUARANTEE

Target Directories of Michigan, Inc., WorldPages, Inc., and TransWestern’s other material wholly-owned subsidiaries, fully and unconditionally guaranteed the Company’s outstanding 9 5/8% Series F Senior Subordinated Notes due 2007 on an unsecured senior subordinated basis. Target and WorldPages, Inc, and its subsidiaries are the Company’s only consolidated operating subsidiaries, other than an inconsequential subsidiary which is a co-issuer of such notes, and has no debt senior to the Notes. The following includes summarized financial data for the Company’s unconditional guarantors:


	Three months ended September 30,						Nine months ended September 30,

	2002			2001			2002		2001

	(Unaudited)						(Unaudited)
Statement of Operations:
Net revenues	$	19,638		$	19,144		$	93,326	$	20,248
Gross profit		15,383			14,770			76,251		15,765
Operating income (loss)		(2,031	)		(8,879	)		18,263		(9,312	)
Net income (loss)		(4,922	)		(12,872	)		9,486		(15,071	)


	September 30,		December 31,
	2002		2001

	(Unaudited)
Balance Sheet:
Current assets	$	66,549		51,811
Non-current assets		189,927		187,227
Current liabilities		21,371		21,920
Non-current liabilities		208,020		210,964

6. RESTRUCTURING AND OTHER CHARGES

In connection with the WorldPages acquisition on June 28, 2001, the Company approved a plan to restructure the operations of WorldPages and its subsidiaries. Restructuring costs are composed of committed costs required to restructure the administrative, production and sales functions into the Company’s operations to achieve beneficial synergies and cost savings. WorldPages recognized termination costs in accordance with EITF 95-3, Recognition of Liabilities in Connection with a Business Combination. The following table displays the liabilities related to the restructuring and other charges recorded in the net liabilities assumed in the acquisition of WorldPages:


Type of cost:	June 28,								Balance at
(in thousands)	2001		Payments			Adjustments			September 30, 2002

Employee separation	$	4,100	$	(3,873	)		—		$	227
Office lease settlement		986		(716	)		87			357
Redundant assets		800		—			(800	)		—

	$	5,886	$	(4,589	)	$	(713	)	$	584

Management believes that the remaining reserves for restructuring are adequate to complete its plan.

TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)

7. LEGAL PROCEEDINGS

On October 24, 2001, the Company’s wholly-owned subsidiary, WorldPages, Inc., was sued in the 44th Judicial District Court in Dallas County, Texas by Ionex Communications, Inc., formerly known as Compass Telecommunications, Inc. (“Ionex”). Ionex is claiming that it should be indemnified by WorldPages for what it alleges are breaches by WorldPages of certain of its representations and commitments under that certain Stock Purchase Agreement dated as of July 14, 1999. Ionex is seeking approximately $6.0 million plus fees and expenses relating to (i) indemnification for alleged breaches by WorldPages of its representations relating to accounts receivable, software licenses, taxes and litigation and (ii) reimbursement for severance payments that Ionex has made to former employees of WorldPages. WorldPages intends to vigorously defend against these claims. In June 2002 the Company increased its accrued liability to $3.0 million related to this matter. The increase in the accrued liability for this matter has been recorded as an adjustment to goodwill in the accompanying consolidated balance sheet at September 30, 2002.

The Company and/or its subsidiaries are parties to various other litigation matters incidental to the conduct of their business. Management does not believe that the outcome of any of these matters will have a material adverse effect on the Company’s financial condition or the results of its operations.

8. NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. The Company began applying the new rules on accounting for goodwill and other intangible assets effective January 1, 2002 and as a result no amounts were amortized during the three and nine month period ended September 30, 2002.

The following table represents the impact of SFAS 142 on the net loss as if SFAS 142 had been in effect for all periods presented in the interim consolidated statements of operations (in thousands):


	Three months ended September 30,						Nine months ended September 30,

	2002			2001			2002		2001

Net income (loss) – as reported	$	(4,084	)	$	(16,682	)	$	9,105	$	(48,218	)
Amortization of goodwill		—			7,904			—		7,904

Net income (loss) – as adjusted	$	(4,084	)	$	(8,778	)	$	9,105	$	(40,314	)

A summary of changes in the Company’s goodwill for the nine month period ended September 30, 2002 is as follows:


	January 1,		Acquisitions &				Balance at
	2002		Adjustments(1)		Impairments		September 30, 2002

Goodwill	$	159,689	$	8,502		—	$	168,191

(1)

Adjustments primarily relate to the Company’s preliminary purchase price allocation for several acquisitions. Specifically, the ultimate goodwill associated with the WorldPages’ acquisition was adjusted as the value of the assets and liabilities (including merger liabilities and receivable valuation) acquired were finalized.

TRANSWESTERN PUBLISHING COMPANY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS ARE IN THOUSANDS)

In July 2002, the FASB issued statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities. Statement 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” Statement 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost as generally defined in Issue 94-3 was recognized at the date of an entity’s commitment to an exit plan. This Statement also establishes that fair value is the objective for initial measurement of liability. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. Management believes the impact on the financial statements of the Company will be immaterial.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)

Overview

As used in this item and throughout this Quarterly Report on Form 10-Q, “we”, “us”, and “our” each refer to the Company, the Partnership and their direct and indirect subsidiaries, collectively.

We recognize net revenues from the sale of advertising placed in each directory when the completed directory starts distribution. Costs directly related to sales, production, printing and distribution of each directory are capitalized as deferred directory costs and then matched against related net revenues upon distribution. All of our other operating costs are recognized during the period when incurred. As the number of directories that we publish increases, the publication schedule is periodically adjusted to accommodate new books. In addition, changes in distribution dates are affected by market and competitive conditions and the staffing level required to achieve the individual directory revenue goals. As a result, our directories may be published in a month earlier or later than the previous year which may move recognition of related revenues from one fiscal quarter or year to another. Year to year results depend on both timing and performance factors.

Notwithstanding significant monthly fluctuations in net revenues which are recognized based on actual distribution dates of individual directories, our bookings and cash collection activities generally occur at a relatively steady pace throughout the year. The table below demonstrates that quarterly bookings, collection of advance payments and total cash receipts, which includes both advance payments and collections of accounts receivable, generally vary less on a percentage basis than our net revenues or EBITDA:


	2001		2001		2002		2002		2002

	3rd Quarter		4th Quarter		1st Quarter		2nd Quarter		3rd Quarter

Net revenues	$	63.6	$	83.6	$	69.0	$	94.5	$	75.0
EBITDA(a)	$	12.3	$	24.9	$	19.9	$	31.7	$	15.2
Bookings(b)	$	69.4	$	82.0	$	62.1	$	72.3	$	88.2
Advance payments	$	26.1	$	29.9	$	29.8	$	31.7	$	34.1
Total cash receipts(c)	$	68.1	$	72.7	$	67.9	$	75.8	$	77.3

(a)		“EBITDA” is defined as income (loss) before extraordinary item, discretionary contributions to the Company’s equity compensation plans (such contributions represent special distributions to the Company’s equity compensation plans in connection with refinancing transactions), non-recurring management bonuses and fees in connection with the June 2001 recapitalization of the Partnership, plus interest expense, taxes, and depreciation and amortization and is consistent with the definition of EBITDA in the indentures relating to the Company’s notes and in the Company’s senior credit facility. EBITDA is not a measure of performance under accounting principles generally accepted in the United States (GAAP). EBITDA should not be considered in isolation or as a substitute for net income (loss), cash flows from operating activities and other income or cash flow statement data prepared in accordance with GAAP, or as a measure of profitability or liquidity. However, management has included EBITDA because it may be used by certain investors to analyze and compare companies on the basis of operating performance, leverage and liquidity and to determine a company’s ability to service debt. The Company’s definition of EBITDA may not be comparable to that of other companies.




(b)		“Bookings” is defined as the daily advertising orders received from accounts during a given period and generally occur at a steady pace throughout the year. Bookings generated by predecessor owners of acquired directories are excluded.




(c)		Total cash receipts includes both advance payments and collections of accounts receivable.

RESULTS OF OPERATIONS

The following table summarizes our results of operations as a percentage of revenues for the periods indicated:


	THREE MONTHS						NINE MONTHS
	ENDED SEPTEMBER 30,						ENDED SEPTEMBER 30,

	2002			2001			2002			2001

Net revenues		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenues		18.9			23.5			18.1			21.6

Gross profit		81.1			76.5			81.9			78.4
Sales and marketing		49.4			45.6			45.3			46.2
General and administrative		25.6			40.9			21.9			32.5
Recap. transaction costs		0.0			0.0			0.0			9.7
Contribution to Equity Plan		0.0			1.0			0.0			3.7

Income (loss) from operations		6.1	%		(11.0	%)		14.7	%		(13.7	)%

EBITDA Margin(a),(b)		20.3	%		19.3	%		28.0	%		22.3	%

(a)		For a definition of “EBITDA” see the immediately preceding section.




(b)		“EBITDA Margin” is defined as EBITDA as a percentage of net revenues. Management believes that EBITDA margin provides a valuable indication of the Company’s ability to generate cash flows available for debt service.

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001

Net revenues increased $11.4 million, or 17.9%, from $63.6 million in the three months ended September 30, 2001 to $75.0 million in the same period in 2002. The Company published 73 directories in the three months ended September 30, 2002 compared to 71 in the same period in 2001. The net revenue growth was due to $8.8 million from seven new directories, $12.1 million from 13 directories for which the publication date moved into the period, $2.8 million from one prototype directory published during both periods, and growth in the same 52 directories published during both periods of $2.5 million; offset by $14.8 million of net revenues associated with 18 directories published in the three months ended September 30, 2001 but not in the same period in 2002. Of the 18 directories moved out, two were published earlier in the year, one was discontinued, and one will publish in 2003. The remaining 14 directories will publish in the fourth quarter of 2002.

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, our same book revenue growth for the 52 directories published in both periods was 5.2%.

Cost of revenues decreased $0.7 million, or 4.9%, from $14.9 million in the three months ended September 30, 2001 to $14.2 million in the same period in 2002. The decrease was the result of $2.7 million of lower costs associated with the 52 same directories primarily due to a paper price decrease in printing costs, $0.1 million of lower costs associated with the prototype directory, and $3.0 million of costs associated with 18 directories published during the three months ended September 30, 2001, but not in the same period in 2002; offset by $3.1 million of costs associated with seven new directories published in the three months ended September 30, 2002, and $2.2 million in costs associated with 13 directories published in the three months ended September 30, 2002, but not in the same period in 2001. Production support costs decreased $0.2 million in the three months ended September 30, 2002 compared to the same period in 2001.

As a result of the above, gross profit increased $12.1 million, or 24.9%, from $48.7 million in the three months ended September 30, 2001 to $60.8 million in the same period in 2002. Gross margin increased from 76.5% in the three months ended September 30, 2001 to 81.1% in the same period in 2002 as a result of lower direct costs on the same 52 directories.

Selling and marketing expenses increased $8.1 million, or 27.8%, from $29.0 million in the three months ended September 30, 2001 to $37.1 million in the same period in 2002. The increase was attributable to increases of $4.5 million in direct sales costs, $3.5 million in provision for bad debt (which was 1.4 percentage points higher on a same book basis compared to the same period in 2001), and $0.1 million in sales support costs. The increase in the provision for bad debt is the result of higher write-offs due to printing and sales errors and payment delinquencies. Additional controls have been implemented to reduce error rates. We vigorously pursue all delinquent customers through third party collection agencies and appropriate legal channels.

The increase in direct sales costs of $4.5 million was as follows: $4.0 million of costs were for the seven new directories, $3.4 million for 13 directories moving into the period, $0.2 million of higher costs associated with the 52 same directories and $0.6 million of incremental costs for the one prototype directory; offset by $3.7 million of costs associated with 18 directories that published in the three months ended September 30, 2001 but not in the same period in 2002. Direct sales costs as a percentage of revenues for the same 52 directories published during both periods decreased from 22.1% to 21.4% in the three months ended September 30, 2002 compared to the same period in 2001.

General and administrative expenses decreased $6.8 million, or 26.3%, from $26.0 million for the three months ended September 30, 2001 to $19.2 million for the same period in 2002. The decrease is due to: $7.9 million of amortization for goodwill in the three months ended September 30, 2001 but not in the same period in 2002, and $1.6 million of cost eliminations, primarily in compensation costs, related to the integration of WorldPages; offset by $2.5 million of higher costs associated with professional fees in connection with unsuccessful acquisition bids and $0.2 million increase in amortization of acquired customer base and other intangibles.

There were no contributions to the Equity Compensation Plan in the three months ended September 30, 2002 as compared to $0.6 million for the three months ended September 30, 2001 which was associated with the contribution to the Equity Compensation Plan of $5.2 million made on June 28, 2001 in connection with the recapitalization.

As a result of the above factors, income from operations increased $11.5 million, from a net loss from operations of $(7.0) million in the three months ended September 30, 2001 to income from operations of $4.5 million in the same period in 2002. Income from operations as a percentage of net revenues increased from (11.0%) in the three months ended September 30, 2001 to 6.1% in the same period in 2002.

Interest expense decreased $1.4 million, or 13.8%, from $10.1 million in the three months ended September 30, 2001 to $8.7 million in the same period in 2002 primarily due to a decrease in the rates of interest paid as a result of decreases in Prime and LIBOR rates.

As a result of the above factors, net loss decreased $12.6 million, from a net loss of $16.7 million in the three months ended September 30, 2001 to a net loss of $4.1 million in the same period in 2002.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001

Net revenues increased $79.8 million, or 50.3%, from $158.8 million in the nine months ended September 30, 2001 to $238.6 million in the same period in 2002. The Company published 212 directories in the nine months ended September 30, 2002 compared to 193 in the same period in 2001. The net revenue growth was due to $81.4 million from 33 new directories, $3.3 million from eight directories for which the publication date moved into the period, $2.8 million from one prototype directory published during both periods, and growth in the same 170 directories published during both periods of $8.3 million; offset by $16.0 million of net revenues associated with 22 directories published in the nine months ended September 30, 2001 but not in the same period in 2002. Of the 22 directories moved out, one was discontinued, and two will publish in 2003. The remaining 19 directories will publish in the fourth quarter of 2002.

Cost of revenues increased $8.8 million, or 25.6%, from $34.3 million in the nine months ended September 30, 2001 to $43.1 million in the same period in 2002. The increase was the result of $16.5 million of costs associated with 33 new directories published in the nine months ended September 30, 2002, $0.7 million in costs associated with eight directories published in the nine months ended September 30, 2002, but not in the same period in 2001; offset by $5.7 million of lower costs associated with the 170 same directories primarily due to a paper price decrease in printing costs, $0.1 million of lower costs associated with the prototype directory and $3.5 million of costs associated with 22 directories published during the nine months ended September 30, 2001, but not in the same period in 2002. Production support costs increased $0.9 million in the nine months ended September 30, 2002 due to the additional staffing required to integrate the acquisition of WorldPages.

As a result of the above, gross profit increased $71.0 million, or 57.1%, from $124.4 million in the nine months ended September 30, 2001 to $195.4 million in the same period in 2002. Gross margin increased from 78.4% in the nine months ended September 30, 2001 to 81.9% in the same period in 2002 as a result of lower direct costs on the same 170 directories.

Selling and marketing expenses increased $34.7 million, or 47.3%, from $73.3 million in the nine months ended September 30, 2001 to $108.0 million in the same period in 2002. The increase was attributable to increases of $6.2 million in sales support costs, $17.8 million in direct sales costs and $10.7 million in provision for bad debt (which was 1.1 percentage points higher on a same book basis compared to the same period in 2001). The increase in the provision for bad debt is the result of higher write-offs due to printing and sales errors and payment delinquencies. Additional controls have been implemented to reduce error rates. We vigorously pursue all delinquent customers through third party collection agencies and appropriate legal channels.

Of the increase in sales support costs of $6.2 million, $5.2 million was due to sales offices acquired since the beginning of 2001 and $1.0 million was due to a general increase in costs associated with personnel and other costs associated with our field sales offices. The increase in direct sales costs of $17.8 million was as follows: $20.6 million of costs were for the 33 new directories, $0.9 million for eight directories moving into the period, and $0.6 million of incremental costs for the one prototype directory; offset by $4.3 million of costs associated with 22 directories that published in the nine months ended September 30, 2001 but not in the same period in 2002. Direct sales costs as a percentage of revenues for the same 170 directories published during both periods decreased from 22.7% to 21.5% in the nine months ended September 30, 2002 compared to the same period in 2001.

General and administrative expenses increased $0.5 million, or 1.1%, from $51.7 million for the nine months ended September 30, 2001 to $52.2 million for the same period in 2002. The increase is due to: amortization of acquired customer base and other intangibles of $5.0 million, additional staffing as a result of acquiring WorldPages of $2.0 million, $2.5 million of professional costs associated with two unsuccessful acquisition bids and $0.3 million of general cost increases; offset by $7.9 million of amortization for goodwill in the nine months ended September 30, 2001 but not in the same period in 2002, and $1.4 million of management fees incurred in the nine months ended September 30, 2001 as a result of the recapitalization of the Partnership on June 28, 2001.

There were no recapitalization transaction costs incurred in the nine months ended September 30, 2002 as compared to $15.4 million for the nine months ended September 30, 2001 as a result of the recapitalization of the Partnership on June 28, 2001.

There were no contributions to Equity Compensation Plan incurred in the nine months ended September 30, 2002 as compared to $5.8 million for the nine months ended September 30, 2001 which was associated with the contribution to the Equity Compensation Plan of $5.2 million made on June 28, 2001 in connection with the recapitalization.

As a result of the above factors, income from operations increased $57.0 million, from a net loss from operations of $21.8 million in the nine months ended September 30, 2001 to income from operations of $35.2 million in the same period in 2002. Income from operations as a percentage of net revenues increased from (13.7%) in the nine months ended September 30, 2001 to 14.7% in the same period in 2002.

Interest expense increased $2.8 million, or 11.8%, from $23.2 million in the nine months ended September 30, 2001 to $26.0 million in the same period in 2002 due to higher levels of debt partially offset by a decrease in the rates of interest paid as a result of decreases in Prime and LIBOR rates.

Extraordinary loss in the nine months ended September 30, 2002 was zero compared to $3.5 million in the same period in 2001. Extraordinary losses were the costs associated with the write-off of debt financing costs upon entering into a new $300.0 million senior credit facility that was used in part to pay-off $137.5 million outstanding under the prior credit facility of the Company and senior term loans and $74.2 million to pay-off the assumed WorldPages debt and accrued interest after consummation of the acquisition of WorldPages.

As a result of the above factors, net income increased $57.3 million, from a net loss of $48.2 million in the nine months ended September 30, 2001 to net income of $9.1 million in the same period in 2002.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $35.9 million in the nine months ended September 30, 2002 compared to $11.1 million used in the same period in 2001. The increase in cash provided by operations was primarily due to an increase in net income.

Net cash used for investing activities was $26.1 million in the nine months ended September 30, 2002, as compared to $163.5 million in the same period in 2001. Investing activities consist primarily of cash used to acquire directories. In the nine months ended September 30, 2002, $24.0 million was spent to acquire directories compared to $155.0 million in the same period in the prior year. Acquisitions made in the nine months ended September 30, 2002 are discussed in note 4 of the financial statements included in this Form 10-Q.

Net cash used by financing activities was $4.2 million in the nine months ended September 30, 2002 as compared to $201.4 million provided in the same period in 2001. The amounts of cash provided by financing activities for the nine months ended September 30, 2001 were for borrowings for acquisitions. Net cash provided by financing activities decreased in the 2002 period as a result of funding acquisitions in 2002 from cash on hand rather than borrowings.

In connection with the recapitalization of the Partnership in June 2001, we incurred significant debt. As of September 30, 2002 the Company had total outstanding long term indebtedness of $438.9 million, including $215.7 million of Series F 9 5/8% Senior Subordinated Notes due 2007, $27.4 million of outstanding borrowings under the Term A loan due 2007, $195.5 million of outstanding borrowings under the Term B loan due 2008, and $0.3 million in acquisition related debt. As of September 30, 2002 the Company had no outstanding borrowings under its revolving credit facility, with total borrowing availability of $65.0 million.

Our principal sources of funds are cash flows from operating activities and borrowing availability of $65.0 million under our revolving credit facility. We believe that these funds will provide us with sufficient liquidity and capital resources to meet our current and future financial obligations for the next twelve months, including the payment of principal and interest on our notes, as well as to provide funds for our working capital, capital expenditures and other needs. Our future operating performance will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. There can be no assurance that such sources of funds will be adequate and that we will not require additional capital from borrowings or securities offerings to satisfy such requirements. In addition, we may require additional capital to fund future acquisitions and there can be no assurance that such capital will be available.

The senior credit facility and the indentures governing the Company’s notes significantly restrict the distribution of funds by the Company and the other indirect subsidiaries of the Partnership. We cannot assure you that the agreements governing the indebtedness of the Partnership’s subsidiaries will permit such subsidiaries to distribute funds to the Partnership in amounts sufficient to pay the accreted value of principal or interest on Partnership’s Discount Notes when the same becomes due, whether at maturity, upon acceleration or redemption or otherwise. The Partnership’s Discount Notes will be effectively subordinated in right of payment to all existing and future claims of creditors of subsidiaries of the Partnership, including the lenders under the senior credit facility, the holders of the Company’s notes and trade creditors.

We believe that the present market prices of the Partnership’s 11 7/8% senior discount notes represent an opportunity for us to reduce the Partnership’s long-term debt. Accordingly, the Partnership has provided holders of the senior discount notes with notice that it intends to redeem $29.0 million in aggregate principal amount of these notes on November 15, 2002. The Partnership intends to use cash on hand to fund this redemption. We or one or more of our affiliates may purchase additional senior discount notes from time to time in open market purchases or privately negotiated transactions of the Partnership. We will evaluate any such transactions in light of then existing market conditions, taking into account our current liquidity position.

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the beliefs of our management as well as on assumptions made by and information currently available to us at the time such statements were made. When used in this Quarterly Report on Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect,” “intends” and similar expressions, as they relate to our company are intended to identify forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. Important factors that could affect our results include, but are not limited to, (i) our high level of indebtedness; (ii) the restrictions imposed by the terms of our indebtedness; (iii) 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; and (xi) the sensitivity of our business to general economic conditions. Additional information with respect to these and other factors that could cause our actual results to differ from those projected are included in the “Risk Factors” section of the Company’s Registration Statement on Form S-4, Registration No. 333-70470, filed with the SEC on October 19, 2001.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to interest rate risk in connection with the term loans and the revolving loans outstanding under our senior credit facility, which bear interest at floating rates based on LIBOR or the prime rate plus an applicable borrowing margin. As of September 30, 2002 there was approximately $31.3 million outstanding under the term A loan (at an average interest rate of 4.9% at such time), $197.5 million under the term B loan (at an average interest rate of 4.9% at such time), and zero outstanding under the revolving loan. Based on such balances, an immediate increase of one percentage point in the applicable interest rate would cause an increase in interest expense of approximately $2.3 million on an annual basis. We do not attempt to mitigate this risk through hedging transactions. All of our sales are denominated in U.S. dollars, thus we are not subject to any foreign currency exchange risks.

ITEM 4. CONTROLS AND PROCEDURES

Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer believe the Company’s disclosure controls and procedures are effective. There were no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)

Exhibits.

10.1

First Amendment, dated as of May 22, 2002, to the Second Amended and Restated Credit Agreement, dated as of June 28, 2001, among TransWestern Publishing Company, LLC, WorldPages, Inc., TWP Capital Corp. II, the Lenders from time to time parties thereto, Canadian Imperial Bank of Commerce, New York Agency, as administrative agent, Wachovia Bank, National Association, as syndication agent and Fleet National Bank, as documentation agent.

	(B)		Reports on Form 8-K.

			None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on November 12, 2002 oni ts behalf by the undersigned thereunto duly authorized.


		TRANSWESTERN PUBLISHING COMPANY LLC (Registrant)


BY:	TransWestern Communications Company, Inc. (Manager)

BY:	/s/ Ricardo Puente

	Name:	Ricardo Puente
	Title:	President, Chief Executive Officer and Director (Principal Executive Officer)

BY:	/s/ Joan Fiorito

	Name:	Joan Fiorito
	Title:	Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)

CERTIFICATIONS

I, Ricardo Puente, President and Chief Executive Officer, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of TransWestern Publishing Company LLC;

	2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

	4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

		a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

		b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

		c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

		a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

		b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2002

/s/ Ricardo Puente

Ricardo Puente
President & Chief Executive Officer

CERTIFICATIONS

I, Joan M. Fiorito, V.P. & Chief Financial Officer, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of TransWestern Publishing Company LLC;

	2.		Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

	4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

		a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

		b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

		c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

		a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

		b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

Date: November 12, 2002

/s/ Joan M. Fiorito

Joan M. Fiorito
V. P. — Chief Financial Officer

CERTIFICATION OF PERIODIC REPORT

We, Ricardo Puente, Chief Executive Officer and Joan M. Fiorito, Chief Financial Officer of TransWestern Publishing Company LLC (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)		the Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2002 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)		the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated November 12, 2002


	/s/ Ricardo Puente
	Ricardo Puente Chief Executive Officer


	/s/ Joan M. Fiorito
	Joan M. Fiorito Chief Financial Officer

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TRANSWESTERN PUBLISHING CO LLC 10-Q