-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BVKIrWmFiSNabY8gncP9xlBOHM6N3V5JWBiQXd/GV2jh5FiKhRL3sIPNEMs/1GQY LrXMnOCAMiulcX3VGZPCyw== 0001157523-04-007011.txt : 20040728 0001157523-04-007011.hdr.sgml : 20040728 20040728162500 ACCESSION NUMBER: 0001157523-04-007011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040728 ITEM INFORMATION: FILED AS OF DATE: 20040728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PTEK HOLDINGS INC CENTRAL INDEX KEY: 0000880804 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 593074176 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27778 FILM NUMBER: 04936322 BUSINESS ADDRESS: STREET 1: 3399 PEACHTREE RD NE STREET 2: THE LENOX BUILDING, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042628400 MAIL ADDRESS: STREET 1: 3399 PEACHTREE RD NE STREET 2: THE LENOX BUILDING, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: PREMIERE TECHNOLOGIES INC DATE OF NAME CHANGE: 19951219 8-K 1 a4690158.txt PTEK HOLDINGS, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2004 PTEK HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Georgia 000-27778 59-3074176 ------------------ -------------- ----------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 3399 Peachtree Road, NE, Suite 700, Atlanta, GA 30326 ---------------------------------------------------------------- (Addresses of Principal Executive Offices, including Zip Code) (404) 262-8400 ---------------- (Registrant's Telephone Number, including Area Code) Item 12. Results of Operation and Financial Condition. - -------- --------------------------------------------- On July 28, 2004, PTEK Holdings, Inc. issued a press release reporting on its financial results for the quarter ended June 30, 2004. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.6 of Form 8-K, the information included or incorporated in this report, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. EXHIBITS -------- Exhibit No. Description - ----------- -------------------------------------------------------------- 99.1 Press Release, dated July 28, 2004, with respect to the Registrant's financial results for the three months ended June 30, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PTEK HOLDINGS, INC. /s/ L. Scott Askins ------------------------------ L. Scott Askins Senior Vice President - Legal, General Counsel and Secretary Date: July 28, 2004 INDEX TO EXHIBITS ----------------- Exhibit No. Description - ----------- -------------------------------------------------------------- 99.1 Press Release, dated July 28, 2004, with respect to the Registrant's financial results for the three months ended June 30, 2004. EX-99.1 2 a4690158ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Ptek Reports $111.6 Million in Revenues; $0.15 Normalized Diluted EPS from Continuing Operations; Company Raises 2004 Financial Outlook ATLANTA--(BUSINESS WIRE)--July 28, 2004--Ptek Holdings, Inc. (NASDAQ: PTEK)(www.ptek.com), a leading provider of innovative business, data and group communications services, today announced results for the second quarter ended June 30, 2004. Revenues were $111.6 million for the quarter, a 17.6% increase from $94.9 million in the second quarter of 2003. Operating income grew 50.7% in the second quarter of 2004, totaling $17.6 million versus $11.6 million in the comparable prior year period. Excluding a previously announced $17.0 million non-recurring charge for the early retirement of the Company's convertible notes due 2008, normalized income from continuing operations was $11.0 million and normalized diluted EPS from continuing operations was $0.15 in the second quarter of 2004 (see table attached for calculation of these non-GAAP financial measures). Including the charge, GAAP income from continuing operations was break-even in the second quarter, and GAAP diluted EPS from continuing operations was $0.01. Revenue at Premiere Conferencing grew 25.0% in the second quarter, totaling $49.7 million versus $39.7 million in the comparable prior year period. Revenue at Xpedite grew 12.2% during the second quarter of 2004, totaling $62.0 million versus $55.2 million in the second quarter of 2003. "Providing innovative business communications solutions that are vital to business processes remains our priority," said Boland T. Jones, Founder, Chairman and CEO of Ptek Holdings, Inc. Revenues for the six months ended June 30, 2004 were $216.9 million compared to $184.1 million in the six months ended June 30, 2003. Excluding the non-recurring charge for the early retirement of the Company's convertible notes due 2008, income from continuing operations was $20.5 million and diluted EPS from continuing operations was $0.29 for the first six months of 2004. Including the charge, GAAP income from continuing operations for the six months ended June, 30 2004 totaled $8.7 million and GAAP diluted EPS from continuing operations was $0.14. Recent Accomplishments -- Hosted 456 million minutes of group meetings during the second quarter -- Delivered 839 million data communications during the quarter -- Increased revenue from transactional and new media data communications by 49% during the quarter from the comparable prior year period -- Increased revenue from Web-based conferencing services by 96% during the quarter from the second quarter of 2003 -- Grew international conferencing revenue by more than 45% during the quarter from the comparable prior year period -- Lowered DSOs to 52 days in the quarter, down 2 days from March 31, 2004 -- Repurchased an additional 100,000 shares of Ptek common stock in the open market -- Secured a new $120 million revolving credit facility with Bank of America, N. A. -- Converted the entire $85 million principal amount of convertible notes due August of 2008 -- Repaid the remaining $15 million principal amount of convertible notes due 2004 at maturity on July 1 Financial Outlook The following statements are based on Ptek's current expectations as of July 28, 2004. These statements are forward-looking statements and actual results may differ materially. The Company assumes no duty to update any forward-looking statements made in this press release. A discussion concerning forward-looking statements is included at the end of this press release and in the Company's filings with the Securities and Exchange Commission. The Company estimates revenues for 2004 will be in the range of $440 million to $450 million and diluted EPS from continuing operations for the year, excluding effects from the early redemption of the Company's convertible notes due 2008, will be in the range of $0.58 to $0.60. Average diluted shares outstanding in 2004 are estimated to be approximately 73 to 74 million, and the Company assumes an effective tax rate for the year between 38% and 39%. Other News Ptek Holdings announced today that it has confirmed Michael Havener as Chief Financial Officer. Mr. Havener, a Certified Public Accountant, was appointed CFO on an interim basis in March 2004 and has served in various financial capacities at the Company since 1997. Conference Call The Company will hold a conference call at 5:00 Eastern this afternoon to discuss these results. To participate in the call, please dial-in to the appropriate number below 5-10 minutes prior to the scheduled start time. (800) 810-0924 (US & Canada) or (913) 981-4900 (International). The conference call will be simultaneously broadcast over the Internet via SoundCast(R), a Premiere Conferencing service, and can be found at http://www.ptek.com. You may also follow this link for details on the Internet replay and for the text of the earnings release, including the financial and statistical information to be presented in the call. A replay will be available following the call at 8:00 p.m. Eastern, through midnight Eastern August 6 and may be accessed by calling (888) 203-1112 (US & Canada) or (719) 457-0820 (International). The confirmation code is 317511. The Webcast of this call will be archived on the Company's Website at www.ptek.com. About Ptek Holdings, Inc. Ptek Holdings, Inc. is a leading provider of innovative business, data and group communications services for global enterprises. Companies use our audio and data conferencing solutions to conduct group meetings and presentations over the phone or Web. We also enable our customers to process and deliver large quantities of individualized, business critical information, such as electronic statements and invoices, financial transaction and travel confirmations, and drug prescriptions, via our global ASP platform. Ptek serves companies in nearly every business sector, including healthcare, technology, publishing, financial services, travel and hospitality. Our services are marketed under the Premiere Conferencing and Xpedite(R) brand names. Ptek Holdings' corporate headquarters is located at 3399 Peachtree Road NE, Suite 700, Atlanta, GA 30326. Additional information can be found at www.ptek.com. Statements made in this press release, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties. Such forward-looking statements are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and are made based on management's current expectations or beliefs as well as assumptions made by, and information currently available to, management. A variety of factors could cause actual results to differ materially from those anticipated in Ptek's forward-looking statements, including, but not limited to, the following factors: technological change; the development of alternatives to our services; our ability to manage our growth; integration of acquired companies; possible adverse results of pending or future litigation or infringement claims; service interruptions; competitive pressures, including pricing pressures; general domestic and international economic, business or political conditions; legislative or regulatory changes; increased financial leverage; our dependence on our subsidiaries for cash flow; and other factors described from time to time in our press releases, reports and other filings with the SEC, including but not limited the "Risk Factors Affecting Future Performance" section of our Annual Report on Form 10-K for the year ended December 31, 2003. All forward-looking statements attributable to us or a person acting on our behalf are expressly qualified in their entirety by this cautionary statement. PTEK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA) Three Months Ended Six Months ended ------------------------- ------------------------- June 30, June 30, June 30, June 30, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUES $111,553 $94,851 $216,907 $184,071 OPERATING EXPENSES: Cost of revenues (exclusive of depreciation shown separately below) 36,746 32,934 72,616 63,606 Selling and marketing 28,695 26,845 55,616 51,109 General and administrative 15,990 13,548 31,070 27,044 Research and development 2,925 2,178 5,431 4,182 Depreciation 6,257 5,740 12,834 11,273 Amortization 2,058 1,416 3,812 3,415 Equity based compensation 1,332 541 2,278 1,125 ------------ ------------ ------------ ------------ Total operating expenses 94,003 83,202 183,657 161,754 ------------ ------------ ------------ ------------ OPERATING INCOME 17,550 11,649 33,250 22,317 ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE): Interest expense (1,530) (2,453) (3,150) (5,262) Interest income 181 197 348 441 Debt conversion costs (17,027) - (17,027) - Gain (Loss) on sale of marketable securities - 501 (87) 501 Gain on repurchase of bonds - 1,397 - 1,397 Other, net 813 126 829 407 ------------ ------------ ------------ ------------ Total other income (expense) (17,563) (232) (19,087) (2,516) ------------ ------------ ------------ ------------ (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (13) 11,417 14,163 19,801 INCOME TAX EXPENSE 27 4,663 5,484 8,268 ------------ ------------ ------------ ------------ (LOSS) INCOME FROM CONTINUING OPERATIONS $(40) $6,754 $8,679 $11,533 ============ ============ ============ ============ DISCONTINUED OPERATIONS: Gain (loss) from operations from Voicecom 1,956 (132) 1,956 (132) Income tax expense (benefit) 761 (51) 761 (51) ------------ ------------ ------------ ------------ Gain (Loss) on discontinued operations 1,195 (81) 1,195 (81) ------------ ------------ ------------ ------------ NET INCOME $1,155 $6,673 $9,874 $11,452 ============ ============ ============ ============ BASIC EARNINGS PER SHARE: (Loss) Income from continuing operations $(40) $6,754 $8,679 $11,533 Net Income $1,155 $6,673 $9,874 $11,452 BASIC WEIGHTED AVERAGE SHARES OUTSTANDING: 59,426 53,168 57,776 52,591 ============ ============ ============ ============ Basic earnings per share: Continuing operations $(0.00) $0.13 $0.15 $0.22 Discontinued operations $0.02 $(0.00) $0.02 $(0.00) ------------ ------------ ------------ ------------ Net Income $0.02 $0.13 $0.17 $0.22 ============ ============ ============ ============ DILUTED EARNINGS PER SHARE: Income from continuing operations for purposes of computing diluted net income per share $582 $6,754 $10,064 $11,533 Net Income for purposes of computing diluted net income per share $1,778 $6,673 $11,259 $11,452 DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING: 72,278 55,817 71,756 54,954 ============ ============ ============ ============ Diluted earnings per share: Continuing operations $0.01 $0.12 $0.14 $0.21 Discontinued operations $0.01 $(0.00) $0.02 $(0.00) ------------ ------------ ------------ ------------ Net Income $0.02 $0.12 $0.16 $0.21 ============ ============ ============ ============ PTEK HOLDINGS, INC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, 2004 AND DECEMBER 31, 2003 (IN THOUSANDS, EXCEPT SHARE DATA) June 30, Dec. 31, 2004 2003 ----------- ---------- (unaudited) ASSETS CURRENT ASSETS Cash and equivalents $18,877 $23,946 Marketable securities, available for sale 231 575 Accounts receivable (less allowances of $4,795 and $4,451, respectively) 63,979 57,760 Prepaid expenses and other 7,671 6,348 Deferred income taxes, net 20,177 20,938 ----------- ---------- Total current assets 110,935 109,567 PROPERTY AND EQUIPMENT, NET 64,592 63,563 OTHER ASSETS Goodwill 141,868 123,066 Intangibles, net 28,735 24,553 Deferred income taxes, net 8,077 10,521 Notes receivable - employees 2,156 1,808 Other assets 3,849 6,219 ----------- ---------- $360,212 $339,297 =========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $38,320 $36,621 Accrued taxes 9,624 10,984 Accrued expenses 33,192 33,891 Current maturities of long term debt 15,000 15,000 Accrued restructuring costs 1,742 4,445 ----------- ---------- Total current liabilities 97,878 100,941 ----------- ---------- LONG-TERM LIABILITIES Convertible subordinated notes - 85,000 Long-term debt 20,900 5,000 Other accrued expenses 9,778 14,638 ----------- ---------- Total long term liabilities 30,678 104,638 ----------- ---------- SHAREHOLDERS' EQUITY Common stock $0.01 par value; 150,000,000 shares authorized, 71,044,625 and 57,289,895 shares issued in 2004 and 2003 and 71,044,625 and 57,289,895 shares outstanding in 2004 and 2003, respectively 709 572 Unrealized gain on marketable securities (8) (110) Additional paid-in capital 689,661 602,452 Unearned restricted stock compensation (406) (813) Note receivable, shareholder (5,503) (5,343) Cumulative translation adjustment (138) (507) Accumulated deficit (452,659) (462,533) ----------- ---------- Total shareholders' equity 231,656 133,718 ----------- ---------- $360,212 $339,297 =========== ========== PTEK HOLDINGS, INC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED, IN THOUSANDS) 2004 2003 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income 9,874 11,452 Adjustments to reconcile net income to net cash provided by operating activities: (Gain) loss on discontinued operations (1,195) 81 Debt conversion costs 17,027 - Depreciation 12,834 11,273 Amortization 3,812 3,415 Amortization of deferred financing costs 434 - Loss (gain) on sale of marketable securities, available for sale 87 (501) Gain on repurchase of bonds - (1,397) Deferred income taxes 1,679 5,429 Gain on note receivable (423) - Restructuring costs, net (2,974) (549) Payments for discontinued operations (1,142) (293) Equity based compensation 2,278 1,125 Changes in assets and liabilities: Accounts receivable, net (3,621) (4,784) Prepaid expenses and other current assets (3,024) 3,280 Accounts payable and accrued expenses (5,011) (8,705) -------- -------- Total adjustments 20,761 8,374 -------- -------- Total cash provided by operating activities 30,635 19,826 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (12,119) (7,124) Business acquisitions (28,552) (6,782) Increase in restricted cash for acquisitions - (4,688) Sale of marketable securities 422 541 Proceeds from note receivable 1,600 - -------- -------- Net cash used in investing activities (38,649) (18,053) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Principal proceeds (payments) under borrowing arrangements 15,900 (40,093) Make whole interest payment - convertible notes (16,255) - Purchase of treasury stock, at cost (4,495) (627) Exercise of stock options 8,218 363 -------- -------- Total cash provided by (used in) financing activities 3,368 (40,357) -------- -------- Effect of exchange rate changes on cash and equivalents (423) 260 -------- -------- NET DECREASE IN CASH AND EQUIVALENTS (5,069) (38,324) -------- -------- CASH AND EQUIVALENTS, beginning of period $23,946 $68,777 -------- -------- CASH AND EQUIVALENTS, end of period $18,877 $30,453 ======== ======== PTEK HOLDINGS, INC AND SUBSIDIARIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA) Three Six Months Months Ended Ended June 30, June 30, 2004 2004 ---------- --------- Normalized Income from continuing operations (1) Income from continuing operations for purposes of computing diluted income per share $582 $10,064 Debt conversion costs (tax effected at 38.9%) 10,403 10,403 ---------- --------- Normalized income from continuing operations 10,985 20,467 ---------- --------- Normalized Diluted EPS (1) From continuing operations $0.01 $0.14 Debt conversion costs (tax effected at 38.9%) $0.14 $0.15 ---------- --------- Normalized income from continuing operations $0.15 $0.29 (1) Normalized income from continuing operations and normalized diluted EPS are non-GAAP financial measures. Management believes that these measures provide useful information regarding underlying trends in our continuing operations by excluding non-recurring items that are unrelated to our ongoing operations. CONTACT: Ptek Holdings, Inc., Atlanta Investor Calls Sean O'Brien, 404-262-8462 -----END PRIVACY-ENHANCED MESSAGE-----