-----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, NQQv8iTl8/S3+33wcEqgcS0RCal8GniM0Y1p0NAJmJDZnkvVF7bSi6L8X0VfjU1U RNkMLZ+vXO6XhxsoBQ7LrQ== 0001157523-08-005659.txt : 20080721 0001157523-08-005659.hdr.sgml : 20080721 20080721161028 ACCESSION NUMBER: 0001157523-08-005659 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080721 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080721 DATE AS OF CHANGE: 20080721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIERE GLOBAL SERVICES, INC. CENTRAL INDEX KEY: 0000880804 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 593074176 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13577 FILM NUMBER: 08961407 BUSINESS ADDRESS: STREET 1: 3280 PEACHTREE RD NW STREET 2: THE TERMINUS BUILDING, SUITE 1000 CITY: ATLANTA STATE: GA ZIP: 30305-2422 BUSINESS PHONE: 4042628400 MAIL ADDRESS: STREET 1: 3280 PEACHTREE RD NW STREET 2: THE TERMINUS BUILDING, SUITE 1000 CITY: ATLANTA STATE: GA ZIP: 30305-2422 FORMER COMPANY: FORMER CONFORMED NAME: PTEK HOLDINGS INC DATE OF NAME CHANGE: 20000306 FORMER COMPANY: FORMER CONFORMED NAME: PREMIERE TECHNOLOGIES INC DATE OF NAME CHANGE: 19951219 8-K 1 a5735863.htm PREMIERE GLOBAL SERVICES, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 21, 2008


PREMIERE GLOBAL SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

GEORGIA

(State or Other Jurisdiction of Incorporation)

 

000-27778

 

59-3074176

(Commission File Number)

 

(IRS Employer Identification No.)

3280 Peachtree Road, NW, Suite 1000, Atlanta, Georgia 30305

(Address of Principal Executive Offices)   (Zip Code)

404-262-8400

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02     Results of Operations and Financial Condition.

On July 21, 2008, Premiere Global Services, Inc. issued a press release reporting on its financial results for the quarter ended June 30, 2008. 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.2 of Form 8-K, the information included or incorporated in Item 2.02 of 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, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

99.1   Press Release dated July 21, 2008.


2

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.

PREMIERE GLOBAL SERVICES, INC.

 

 

Date: July 21, 2008 By:

/s/ Michael E. Havener

Michael E. Havener

Chief Financial Officer

(principal financial and accounting officer)

 

3

EXHIBIT INDEX

 

 

99.1

Press Release dated July 21, 2008.

4

EX-99.1 2 a5735863ex991.htm EXHIBIT 99.1

Exhibit 99.1

Premiere Global Services Reports Second Quarter 2008 Results: Revenues up 17% to $161.6M, Pro Forma Diluted EPS up 29% to $0.27(a)

Company Raises Financial Outlook for 2008

ATLANTA--(BUSINESS WIRE)--Premiere Global Services, Inc. (NYSE: PGI), a global provider of on-demand, communication technologies-based business process improvement solutions, today announced results for the second quarter ended June 30, 2008.

Consolidated net revenues increased 17.1% to $161.6 million in the second quarter of 2008, compared to $138.0 million in the second quarter of 2007. In the second quarter of 2008, operating income totaled $13.9 million, net income totaled $5.8 million and diluted EPS totaled $0.10, compared to $11.2 million, $5.8 million and $0.09, respectively, in the second quarter of 2007. Pro forma diluted EPS totaled $0.27(a) in the second quarter of 2008, excluding the items set forth on the attached reconciliation of non-GAAP financial measures table.

“We are very pleased with our second quarter performance, as we believe we made meaningful progress on all fronts – strategic, operational and financial,” said Boland T. Jones, Founder, Chairman and CEO of Premiere Global Services, Inc. “In today’s competitive global economy, we believe companies are more focused than ever on improving their business processes to drive their financial results and to remain competitive. With our robust communication technologies platform, our expanding suite of PGi Communications Operating System solutions and applications, and our global reach and scale, we believe we are in a great position to continue to capitalize on this macro trend.”

PGi Communications Operating System Revenue Detail

Conferencing & Collaboration Solutions remains the largest of the PGi Communications Operating System’s five solution sets. Conferencing & Collaboration Solutions revenue grew 31.4% to $113.7 million in the second quarter of 2008, versus $86.5 million in the second quarter of 2007.


In the second quarter of 2008, revenue in the Company’s reportable segments increased from the comparable prior year quarter as follows:

  • North America grew 10.2% to $97.1 million, versus $88.1 million;
  • Europe increased 31.5% to $33.3 million, versus $25.3 million and;
  • Asia Pacific grew 26.6% to $31.1 million, versus $24.6 million.

Six Month Results

Revenues for the six months ended June 30, 2008 were $314.4 million, an increase of approximately 14.9% compared to $273.6 million in the six months ended June 30, 2007. For the six months ended June 30, 2008, operating income totaled $33.5 million, net income totaled $17.8 million and diluted EPS totaled $0.29, compared to $26.0 million, $14.8 million and $0.22, respectively, for the six months ended June 30, 2007. Pro forma diluted EPS from continuing operations totaled $0.52(a) for the six months ended June 30, 2008 , excluding the items set forth on the attached reconciliation of non-GAAP financial measures table.

Financial Outlook

The following statements are based on Premiere Global Services’ current expectations as of July 21, 2008. These statements contain forward-looking statements and Company estimates, 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 anticipates revenue growth in 2008 will be above its prior forecast. The Company now projects consolidated revenues will increase greater than 13% in 2008 from 2007 totals. Diluted EPS is projected to grow at least 20% in 2008 compared to 2007. Capital expenditures are expected to decline as a percentage of revenues in 2008 from 2007 levels.

(a) To supplement the Company’s consolidated financial statements presented in accordance with GAAP, we have included the following non-GAAP measures of financial performance: pro forma operating income, pro forma net income and pro forma diluted EPS. Management uses these measures internally as a means of analyzing the Company’s current and future financial performance and identifying trends in our financial condition and results of operations. We have provided this information to investors to assist in meaningful comparisons of past, present and future operating results and to assist in highlighting the results of ongoing core operations. Please see the table attached for calculation of these non-GAAP financial measures and for reconciliation to the most directly comparable GAAP measures. These non-GAAP financial measures may differ materially from comparable or similarly titled measures provided by other companies and should be considered in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP.


Conference Call

The Company will hold a conference call at 5:00 p.m. Eastern this afternoon to discuss these results. To participate in the call, please dial-in to the appropriate number 5-10 minutes prior to the scheduled start time: (888) 221-9584 (US & Canada) or (913) 312-1490 (International). The call will be simultaneously broadcast over the Internet and can be accessed at PremiereGlobal.com/IR. 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 tonight through 8:00 p.m. Eastern August 1, 2008, and can be accessed by calling (888) 203-1112 (US & Canada) or (719) 457-0820 (International). The confirmation code is 9595848. The Webcast of this call will be archived on the Company’s Website at PremiereGlobal.com/IR.

About Premiere Global Services, Inc.

Premiere Global Services, Inc. is a global provider of on-demand, communication technologies-based business process improvement solutions. Our PGi Communications Operating System supports business applications within the following solution sets: Conferencing & Collaboration, Desktop Document Solutions, Enterprise Document Solutions, Notifications & Reminders, and eMarketing.

Headquartered in Atlanta, Georgia, and with presence in 23 countries worldwide, Premiere Global delivers solutions to an established customer base of over 50,000 companies, including nearly 95% of the Fortune 500. Additional information can be found at PremiereGlobal.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 Premiere Global Services' forward-looking statements, including, but not limited to, the following factors: competitive pressures, including pricing pressures; technological change; the development of alternatives to our services; market acceptance of our new services and enhancements; integration of acquired companies; service interruptions; increased financial leverage; our dependence on our subsidiaries for cash flow; continued weakness in our legacy broadcast fax business; foreign currency exchange rates; possible adverse results of pending or future litigation or infringement claims; federal or state legislative or regulatory changes; general domestic and international economic, business or political conditions; 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" sections of our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. All forward-looking statements attributable to us or a person acting on our behalf are expressly qualified in their entirety by this cautionary statement.


PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
         
 
Three Months Ended Six Months Ended
June 30, June 30,
  2008     2007     2008     2007  
(Unaudited) (Unaudited)
 
Net revenues $ 161,565 $ 138,019 $ 314,419 $ 273,645
Operating expenses
Cost of revenues (exclusive of depreciation and amortization shown separately below) 66,202 56,782 127,864 110,678
Selling and marketing 40,211 34,393 80,425 70,861
General and administrative 16,738 17,297 32,971 33,870
Research and development 4,163 3,348 7,859 6,779
Excise tax expense 2,890 - 2,890 -
Depreciation 8,600 7,226 15,847 14,315
Amortization 3,914 3,593 8,157 7,146
Restructuring costs 3,339 3,877 3,339 3,746
Net legal settlements and related expenses   1,608     284     1,608     284  
Total operating expenses 147,665 126,800 280,960 247,679
 
Operating income   13,900     11,219     33,459     25,966  
 
Other (expense) income
Interest expense (5,532 ) (2,604 ) (10,161 ) (4,906 )
Interest income 138 141 351 241
Other, net   (21 )   215     816     673  
Total other (expense) income   (5,415 )   (2,248 )   (8,994 )   (3,992 )
 
Income before income taxes 8,485 8,971 24,465 21,974
Income tax expense   2,692     3,138     6,652     7,194  
Net income $ 5,793   $ 5,833   $ 17,813   $ 14,780  
 
 
BASIC WEIGHTED-AVERAGE SHARES OUTSTANDING:   59,419     64,204     59,425     65,941  
 
Basic earnings per share from net income $ 0.10   $ 0.09   $ 0.30   $ 0.22  
 
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING:   60,603     65,526     60,646     67,190  
 
Diluted earnings per share from net income $ 0.10   $ 0.09   $ 0.29   $ 0.22  

PREMIERE GLOBAL SERVICES, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
     
June 30, December 31,
  2008     2007  
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and equivalents $ 24,824 $ 18,259
Accounts receivable (less allowances of $3,284 and $4,526, respectively)
105,845 89,683
Prepaid expenses and other current assets 11,294 13,066
Deferred income taxes, net   8,838     5,522  
Total current assets 150,801 126,530
 
PROPERTY AND EQUIPMENT, NET 126,839 110,767
 
OTHER ASSETS
Goodwill 344,406 337,246
Intangibles, net of amortization 37,398 43,115
Deferred income taxes, net 385 1,018
Other assets   8,988     5,411  
$ 668,817   $ 624,087  
 
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 56,293 $ 51,631
Income taxes payable 5,272 4,497
Accrued taxes, other than income taxes 9,041 8,076
Accrued expenses 34,848 37,276
Current maturities of long-term debt and capital lease obligations 2,691 1,664
Accrued restructuring costs   3,279     1,717  
Total current liabilities 111,424 104,861
 
LONG-TERM LIABILITIES
Long-term debt and capital lease obligations 278,978 267,817
Accrued restructuring costs 1,195 1,575
Accrued expenses   11,361     7,627  
Total long-term liabilities 291,534 277,019
 
SHAREHOLDERS' EQUITY
Common stock $0.01 par value; 150,000,000 shares authorized, 61,556,412 and 61,755,728 shares issued and outstanding in 2008 and 2007, respectively
 
616 618
Additional paid-in capital 549,057 548,418
Notes receivable, shareholder (1,752 ) (1,702 )
Cumulative translation adjustment 15,775 10,523
Accumulated deficit   (297,837 )   (315,650 )
Total shareholders' equity   265,859     242,207  
$ 668,817   $ 624,087  

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
             
 
 
Six Months Ended
June 30,
  2008     2007  
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 17,813 $ 14,780
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 15,847 14,315
Amortization 8,157 7,146
Amortization of deferred financing costs 282 258
Net legal settlements and related expenses 1,608 284
Deferred income taxes, net of effect of acquisitions (1,044 ) (2,640 )
Restructuring costs 3,339 3,746
Payments for restructuring costs (1,638 ) (4,080 )
Payments for discontinued operations - (488 )
Equity-based compensation 6,463 5,355
Excess tax benefits from share-based payment arrangements (832 ) (2,297 )
Payments for state sales tax - (480 )
Loss on disposal of assets (7 ) 146
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable, net (14,261 ) (8,624 )
Prepaid expenses and other current assets (1,144 ) (486 )
Accounts payable and accrued expenses   5,031     10,030  
Total adjustments   21,801     22,185  
Net cash provided by operating activities   39,614     36,965  
 
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (26,791 ) (20,240 )
Business acquisitions, net of cash acquired   (8,443 )   (1,330 )
Net cash used in investing activities   (35,234 )   (21,570 )
 
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under borrowing arrangements (297,912 ) (167,952 )
Proceeds from long-term borrowing arrangements 306,272 275,100
Payments of debt issuance costs (8 ) -
Excess tax benefits from share-based payment arrangements 832 2,297
Purchase of treasury stock, at cost (9,164 ) (124,458 )
Exercise of stock options   2,210     6,900  
Net cash provided by (used in) financing activities   2,230     (8,113 )
 
Effect of exchange rate changes on cash and equivalents (45 ) (434 )
 
NET INCREASE IN CASH AND EQUIVALENTS   6,565     6,848  
CASH AND EQUIVALENTS, beginning of period $ 18,259   $ 18,977  
CASH AND EQUIVALENTS, end of period $ 24,824   $ 25,825  

PREMIERE GLOBAL SERVICES, INC AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, EXCEPT PER SHARE DATA)
           
Three Months Ended Six Months Ended
June 30, June 30,
2008   2007 2008 2007
(Unaudited) (Unaudited)
Pro Forma Operating Income (1)
Operating income, as reported $ 13,900 $ 11,219 $ 33,459 $ 25,966
Restructuring costs 3,339 3,877 3,339 3,746
Net legal settlements and related expenses 1,608 284 1,608 284
Proxy-related costs - 1,989 - 2,900
Equity-based compensation 3,000 2,580 6,463 5,355
Excise tax expense 2,890 - 2,890 -
Depreciation - - (663 ) -
Amortization   3,914     3,593   8,157     7,146  
Pro forma operating income $ 28,651   $ 23,542 $ 55,253   $ 45,397  
 
Pro Forma Net Income (1)
Net income, as reported $ 5,793 $ 5,833 $ 17,813 $ 14,780
Elimination of one-time income tax adjustments (193 ) - (1,666 ) (615 )
Restructuring costs, net of taxes 2,204 2,493 2,204 2,409
Net legal settlements and related expenses 1,062 183 1,062 183
Proxy-related costs, net of taxes - 1,279 - 1,865
Equity-based compensation, net of taxes 1,980 1,659 4,265 3,443
Excise tax expense, net of taxes 1,907 - 1,907 -
Excise tax interest, net of taxes 733 - 733 -
Depreciation, net of taxes - - (438 ) -
Amortization, net of taxes   2,583     2,311   5,384     4,595  
Pro forma net income $ 16,069   $ 13,758 $ 31,264   $ 26,660  
 
Pro Forma Diluted EPS (1)
Diluted EPS from net income, as reported $ 0.10 $ 0.09 $ 0.29 $ 0.22
Elimination of one-time tax adjustments (0.00 ) - (0.02 ) (0.01 )
Restructuring costs, net of taxes 0.04 0.04 0.04 0.04
Net legal settlements and related expenses 0.02 - 0.02 0.00
Proxy-related costs, net of taxes - 0.02 - 0.03
Equity-based compensation, net of taxes 0.03 0.02 0.07 0.05
Excise tax expense, net of taxes 0.03 - 0.03 -
Excise tax interest, net of taxes 0.01 - 0.01 -
Depreciation, net of taxes - - (0.01 ) -
Amortization, net of taxes   0.04     0.04   0.09     0.06  
Pro forma diluted EPS from net income $ 0.27   $ 0.21 $ 0.52   $ 0.39  
 
 
(1) Management believes that pro forma operating income, pro forma net income and pro forma diluted EPS provide useful information regarding underlying trends in our continuing operations. Management expects equity-based compensation and amortization expenses to be recurring costs and presents pro forma diluted EPS from continuing operations to exclude these items as well as non-recurring items that are unrelated to our ongoing operations, including one-time income tax adjustments, restructuring costs, net legal settlements and related expenses, proxy-related costs and excise tax expense. The portion of depreciation expense excluded from the pro forma calculations reflects management's review and adjustment of the useful economic lives of depreciable assets.

CONTACT:
Premiere Global Services, Inc.
Investor Calls
Sean O’Brien, 404-262-8462
Senior Vice President
Strategic Planning & IR

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