-----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, QFu3PM07zzY3KzS/YmsHPvnFMsbyXybVH74qH2ycRHX+8hebVTY4IJnE9mnFlmTR y08uEz0FQXl1ihLw73EYug== 0001157523-08-007401.txt : 20080915 0001157523-08-007401.hdr.sgml : 20080915 20080915162450 ACCESSION NUMBER: 0001157523-08-007401 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080909 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080915 DATE AS OF CHANGE: 20080915 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: 081071828 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 a5778601.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)   September 9, 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 September 15, 2008, Premiere Global Services, Inc. issued a press release announcing that we will restate our annual financial statements for the year ended December 31, 2007 and interim financial statements for the quarters ended March 31, 2008 and June 30, 2008 to correct the accounting for interest rate swaps on our revolving credit facility entered into in August 2007. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 4.02     Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On September 9, 2008, the audit committee of our board of directors, upon management’s recommendation, determined that our previously issued financial statements for the year ended December 31, 2007 and for the quarters ended March 31, 2008 and June 30, 2008 should no longer be relied upon as a result of an error with respect to the accounting for certain derivative transactions relating to interest rate swaps under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (SFAS No. 133).  

We entered into two $100.0 million interest rate swaps in August 2007 at a fixed rate of approximately 4.99% and, in December 2007, amended the life of one of these swaps to three years and reduced its fixed rate to approximately 4.75%.  The termination dates of these swaps are currently August 2009 and August 2010.  Although we entered into these swaps with the intention of hedging the cash flow risk of variable 30-day LIBOR interest rate changes on the interest payments associated with our credit facility, we did not designate them as hedges under SFAS No. 133.

Subsequent to the issuance of our interim financial statements for the quarter ended June 30, 2008 and in connection with our efforts to update documentation surrounding our critical accounting policies, we identified that the accounting for these interest rate swaps was incorrect. While these swaps have been disclosed in our annual and quarterly reports since their inception, their fair value and changes in fair value were not properly recorded in our financial statements. These swaps were outstanding during the periods covered by our 2007 annual and first and second quarter 2008 interim financial statements, which were audited and reviewed, respectively, by our independent registered public accounting firm.

The correction of this error to our previously reported earnings had no effect on our revenues, cash flows or operating income, and does not change our previously issued guidance on diluted earnings per share (EPS) from continuing operations.  In addition, the correction of the error does not affect our credit facility covenant compliance or calculation of management’s compensation.  Management intends to exclude this item, similar to other non-cash items, in our reconciliation of non-GAAP financial measures table for pro forma diluted EPS in our earnings releases.


This correction reflects the change in fair value of these interest rate swaps and is included in the expected financial results, as restated, under the line item “Unrealized gain (loss) on change in fair value of interest rate swaps” contained in our press release attached as Exhibit 99.1.  The correction is expected to have the following impact on annual diluted EPS for 2007 and on quarterly diluted EPS for the first and second quarters of 2008:

       
  As Reported

Adjustments for
Accounting Treatment of
Interest Rate Swaps

As Restated

Year Ended

$0.52

$(0.04)

$0.48

December 31, 2007

     
Quarter Ended:      
March 31, 2008 $0.20 $(0.05) $0.15
June 30, 2008 $0.10 $0.04 $0.14

We anticipate filing amendments as soon as practicable to our annual report on Form 10-K for the year ended December 31, 2007 and amendments to our quarterly reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008, which will contain restated financial results for 2007 and for the first and second quarters of 2008.

We believe our interest rate swaps are effective economic hedges against interest rate risk associated with our credit facility, and the accounting correction for these swaps does not affect the favorable risk management characteristics of the swaps themselves.  Going forward, we intend to re-designate the interest rate swaps as cash flow hedges utilizing the long-haul method of effectiveness testing and, as a result, anticipate receiving hedge accounting treatment for these swaps in future periods.

Management has concluded that the restatement resulted from a material weakness in internal control over financial reporting with respect to the application of GAAP, in particular with regard to the accounting for certain derivative transactions related to interest rate swaps, as of December 31, 2007.  Therefore, we will restate management’s report to conclude that our internal control over financial reporting was ineffective as of December 31, 2007. Management is evaluating and implementing changes in internal controls to address the material weakness. We will revise our assessment of such controls in our amended filings for each applicable period as appropriate.

Management and our audit committee has each discussed the matters disclosed in this current report on Form 8-K with our independent registered public accounting firm pursuant to Item 4.02(a) of Form 8-K.


Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated September 15, 2008.


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: September 15, 2008 By:

/s/

 

Michael E. Havener

Michael E. Havener

Chief Financial Officer
(principal financial and accounting officer)


EXHIBIT INDEX

99.1  

Press Release dated September 15, 2008.

EX-99.1 2 a5778601ex991.htm EXHIBIT 99.1

Exhibit 99.1

Premiere Global Services to Restate Financial Statements to Appropriately Account for Interest Rate Swaps

Non-Cash Expenses Will Not Affect Reported or Future Revenues, Cash Flows, Operating Income or Pro Forma Diluted EPS(a); Company Reaffirms Financial Outlook

ATLANTA--(BUSINESS WIRE)--Premiere Global Services, Inc. (NYSE: PGI), a global provider of on-demand, communication technologies-based business process improvement solutions, today announced that it will restate its annual financial statements for the year ended 2007 and interim financial statements for the first and second quarters of 2008 to correct the accounting for interest rate swaps on its revolving credit facility entered into in August 2007. The Company anticipates filing restated financial statements covering these periods with the Securities and Exchange Commission as soon as practicable and prior to the filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.

The Company entered into two interest rate swaps in August 2007 with the intention of hedging the cash flow risk of variable 30-day LIBOR interest rate changes on the interest payments associated with its revolving credit facility. These agreements swapped a total of $200 million of the Company’s floating interest rate debt for a fixed rate. The termination dates of the interest rate swaps are currently August 2009 and August 2010.

These interest rate swaps were disclosed in the Company’s filings with the SEC during the periods covered by the Company’s 2007 annual and first and second quarter 2008 interim financial statements, which were audited and reviewed, respectively, by the Company’s independent registered public accounting firm.

Subsequent to the issuance of the Company’s interim financial statements for the quarter ended June 30, 2008 and as a result of the Company’s own efforts to update documentation surrounding its critical accounting policies, including derivative accounting policies mandated by Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (SFAS 133), the Company determined that the fair value of the interest rate swaps and the change in their fair value were not properly recorded in the Company’s financial statements for 2007 and the first and second quarters of 2008.



“We believe these interest swap agreements are prudent hedges, consistent with our strategy to minimize, when possible, volatility and economic risks to our business,” said Boland T. Jones, Founder, Chairman and CEO of Premiere Global Services, Inc. “Accounting for these types of hedges is very technical and complex. While we are disappointed with today’s announcement, it is important to note that the change in accounting treatment for these interest rate swaps results in non-cash expenses that will not affect our reported or future revenues, cash flows, operating income or pro forma diluted EPS(a), which we believe are the primary operating metrics monitored by our investors. We remain committed to maintaining strong internal controls and transparency in our disclosures.

Our business momentum remains solid in the midst of continuing global economic uncertainty, which we believe underscores the value we provide to our enterprise customers that are looking to improve their productivity and efficiency during these challenging times. Consistent with our prior guidance, despite substantial fluctuations in foreign currency exchange rates in recent weeks, we continue to anticipate consolidated revenues in 2008 will increase at least 13% from 2007 totals and that diluted EPS will increase at least 20% this year.”

This correction to our previously reported earnings reflects the change in fair value of these interest rate swap agreements and is included in the attached expected financial results, as restated, as “Unrealized gain (loss) on change in fair value of interest rate swaps.” Management has excluded this item in its calculation of pro forma diluted EPS(a), similar to other non-cash items, in the attached reconciliation of non-GAAP financial measures tables.

The Company believes the interest rate swaps are effective economic hedges against interest rate risk associated with its revolving credit facility, and the accounting correction for these swaps does not affect the favorable risk management characteristics of the swaps themselves. The Company intends to re-designate the interest rate swaps as cash flow hedges utilizing the long-haul method of effectiveness testing and, as a result, anticipates receiving hedge accounting treatment for these swaps in future periods.


(a) To supplement the Company’s quarterly financial statements presented in accordance with GAAP, it also includes pro forma diluted EPS and other non-GAAP measures of financial performance. Management uses these measures internally as a means of analyzing the Company’s current and future financial performance and identifying trends in the Company’s financial condition and results of operations. The Company provides 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. 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.

Financial outlook statements contained in this release are based on Premiere Global Services’ current expectations as of September 15, 2008. These financial outlook 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 SEC.

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, 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 www.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, including government regulations applicable to traditional telecommunications service providers; 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 to the "Risk Factors" sections of our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 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
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, UNAUDITED, EXCEPT PER SHARE DATA)
         
 
 
 

Twelve Months Ended
December 31, 2007

As Reported Adjustment As Restated
 
Net revenues $ 559,706 $ - $ 559,706
Operating expenses
Cost of revenues (exclusive of depreciation and amortization shown separately below) 227,259 - 227,259
Selling and marketing 141,322 - 141,322
General and administrative (exclusive of net legal settlements shown separately below) 66,007 - 66,007
Research and development 14,109 - 14,109
Depreciation 30,008 - 30,008
Amortization 15,659 - 15,659
Restructuring costs 3,447 - 3,447
Net legal settlements and related expenses   349     -     349  
Total operating expenses   498,160     -     498,160  
 
Operating income   61,546     -     61,546  
 
Other (expense) income:
Interest expense (13,598 ) - (13,598 )
Unrealized (loss) on change in fair value of interest rate swaps - (4,482 ) (4,482 )
Interest income 780 - 780
Other, net   1,418     -     1,418  
Total other (expense) income   (11,400 )   (4,482 )   (15,882 )
 
Income before income taxes 50,146 (4,482 ) 45,664
Income tax expense 16,791 (1,569 ) 15,222
     
Net income $ 33,355   $ (2,913 ) $ 30,442  
 
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING:   62,654     62,654  
 
Basic earnings per share from net income $ 0.53   $ (0.04 ) $ 0.49  
 
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING:   63,940     63,940  
 
Diluted earnings per share from net income $ 0.52   $ (0.04 ) $ 0.48  

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, UNAUDITED, EXCEPT SHARE DATA)
         
ASSETS December 31, 2007
As Reported Adjustment As Restated
CURRENT ASSETS
Cash and equivalents $ 18,259 $ - $ 18,259
Accounts receivable (less allowances of $4,526) 89,683 - 89,683
Prepaid expenses and other current assets 13,066 - 13,066
Deferred income taxes, net   5,522     -     5,522  
Total current assets 126,530 - 126,530
 
PROPERTY AND EQUIPMENT, NET 110,767 - 110,767
 
OTHER ASSETS
Goodwill 337,246 - 337,246
Intangibles, net of amortization 43,115 - 43,115
Deferred income taxes, net 1,018 1,569 2,587
Other assets   5,411     -     5,411  
$ 624,087   $ 1,569   $ 625,656  
 
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 51,631 $ - $ 51,631
Income taxes payable 4,497 - 4,497
Accrued taxes 8,076 - 8,076
Accrued expenses 37,276 - 37,276
Current maturities of long-term debt and capital lease obligations 1,664 - 1,664
Accrued restructuring costs   1,717     -     1,717  
Total current liabilities 104,861 - 104,861
 
LONG-TERM LIABILITIES
Long-term debt and capital lease obligations 267,817 - 267,817
Accrued restructuring costs 1,575 - 1,575
Accrued expenses   7,627     4,482     12,109  
Total long-term liabilities 277,019 4,482 281,501
 
SHAREHOLDERS' EQUITY
Common stock $0.01 par value; 150,000,000 shares authorized, 61,755,728 shares issued and outstanding
618 - 618
Additional paid-in capital 548,418 - 548,418
Notes receivable, shareholder (1,702 ) - (1,702 )
Cumulative translation adjustment 10,523 - 10,523
Accumulated deficit   (315,650 )   (2,913 )   (318,563 )
Total shareholders' equity   242,207     (2,913 )   239,294  
$ 624,087   $ 1,569   $ 625,656  

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, UNAUDITED)
               

Twelve Months Ended
December 31, 2007

As Reported Adjustment As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 33,355 $ (2,913 ) $ 30,442
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 30,008 - $ 30,008
Amortization 15,659 - $ 15,659
Amortization of deferred financing costs 513 - $ 513
Net legal settlements and related expenses 349 - $ 349
Deferred income taxes, net of effect of acquisitions 2,488 (1,569 ) $ 919
Restructuring costs 3,447 - $ 3,447
Payments for restructuring costs (7,109 ) - $ (7,109 )
Equity-based compensation 10,590 - $ 10,590
Excess tax benefits from share-based payment arrangements (3,323 ) - $ (3,323 )
Loss on disposal of assets 287 - $ 287
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable, net (737 ) - $ (737 )
Prepaid expenses and other current assets (893 ) - $ (893 )
Accounts payable and accrued expenses   6,953     4,482   $ 11,435  
Total adjustments   58,232     2,913     61,145  
Net cash provided by operating activities from continuing operations 91,587 - 91,587
Net cash used in operating activities from discontinued operations   (650 )   -     (650 )
Net cash provided by operating activities   90,937     -     90,937  
 
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (46,341 ) - (46,341 )
Business acquisitions, net of cash acquired   (47,749 )   -     (47,749 )
Net cash used in investing activities   (94,090 )     (94,090 )
 
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under borrowing arrangements (344,388 ) - (344,388 )
Proceeds from long-term borrowing arrangements 470,099 - 470,099
Payments of debt issuance costs (50 ) - (50 )
Repayment of shareholder notes 413 - 413
Excess tax benefits from share-based payment arrangements 3,323 - 3,323
Purchase of treasury stock, at cost (136,049 ) - (136,049 )
Exercise of stock options   8,553     -     8,553  
Net cash provided by financing activities   1,901       1,901  
 
Effect of exchange rate changes on cash and equivalents   534     -     534  
 
NET DECREASE IN CASH AND EQUIVALENTS   (718 )   -     (718 )
CASH AND EQUIVALENTS, beginning of period $ 18,977   $ -   $ 18,977  
CASH AND EQUIVALENTS, end of period $ 18,259   $ -   $ 18,259  

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, UNAUDITED)
                         

 

Twelve Months Ended
December 31, 2007

As Reported        
Common Stock Issued Additional Paid-In Capital Notes Receivable, Shareholder Accumulated Deficit Cumulative Translation Adjustment Total Shareholders' Equity
 
BALANCE, December 31, 2006 $ 702   $ 663,232   $ (2,004 ) $ (347,727 ) $ 2,088 $ 316,291  
 
Other comprehensive income:
Net income - - - 33,355 - 33,355
Translation adjustments - - - - 8,435 8,435
Adoption of FIN 48 - - - (1,278 ) -   (1,278 )
Other comprehensive income 40,512
 
Issuance of common stock:
Exercise of stock options 13 8,540 - - - 8,553
Stock compensation expense – restricted shares - 7,598 - - - 7,598
Treasury stock purchase and retirement (104 ) (132,882 ) - - - (132,986 )
Stock compensation expense – variable accounting - - - - - -
FAS 123(R) expense - 812 - - - 812
Stock compensation in exchange for services - 504 - - - 504
Issuance of restricted shares and related stock- based compensation 7 (2,710 ) - - - (2,703 )
Income tax expense from exercise of stock options - 3,324 - - - 3,324
Payments and interest related to shareholder notes receivable   -     -     302     -     -   302  
 
BALANCE, December 31, 2007 $ 618   $ 548,418   $ (1,702 ) $ (315,650 ) $ 10,523 $ 242,207  
 
Adjustment
Common Additional Paid-In Notes Receivable, Accumulated Cumulative Translation Total Shareholders'
Stock Issued Capital Shareholder Deficit Adjustment Equity
 
Comprehensive income:
Net income $ - $ - $ - $ (2,913 ) $ - $ (2,913 )
Comprehensive income $ (2,913 )
             
As Restated
Common Stock Issued Additional Paid-In Capital Notes Receivable, Shareholder Accumulated Deficit Cumulative Translation Adjustment Total Shareholders' Equity
 
BALANCE, December 31, 2006 $ 702   $ 663,232   $ (2,004 ) $ (347,727 ) $ 2,088 $ 316,291  
 
Comprehensive income:
Net income - - - 30,442 - 30,442
Translation adjustments - - - - 8,435 8,435
Adoption of FIN 48 - - - (1,278 ) -   (1,278 )
Comprehensive income 37,599
 
Issuance of common stock:
Exercise of stock options 13 8,540 - - - 8,553
Stock compensation expense – restricted shares - 7,598 - - - 7,598
Treasury stock purchase and retirement (104 ) (132,882 ) - - - (132,986 )
Stock compensation expense – variable accounting - - - - - -
FAS 123(R) expense - 812 - - - 812
Stock compensation in exchange for services - 504 - - - 504
Issuance of restricted shares and related stock- based compensation 7 (2,710 ) - - - (2,703 )
Income tax expense from exercise of stock options - 3,324 - - - 3,324
Payments and interest related to shareholder notes receivable   -     -     302     -     -   302  
 
BALANCE, December 31, 2007 $ 618   $ 548,418   $ (1,702 ) $ (318,563 ) $ 10,523 $ 239,294  

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, UNAUDITED, EXCEPT PER SHARE DATA)
         
 
 

Twelve Months Ended
December 31, 2007

As Reported Adjustment As Restated
 
Pro Forma Diluted EPS (1)
Diluted EPS from net income, as reported $ 0.52 $ (0.04 ) $ 0.48
Unrealized loss on change in fair value of interest rate swaps, net of taxes - 0.04 0.04
Restructuring costs, net of taxes 0.04 - 0.04
Proxy-related costs, net of taxes 0.03 - 0.03
Equity-based compensation, net of taxes 0.11 - 0.11
Amortization, net of taxes   0.16     -       0.16
Pro forma diluted EPS from net income $ 0.86   $ -     $ 0.86
 
(1) Management believes that pro forma diluted EPS provides 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 restructuring costs, proxy-related costs and unrealized loss on change in fair value of interest rate swaps.

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, UNAUDITED, EXCEPT PER SHARE DATA)
         
Three Months Ended March 31, 2008
As Reported Adjustment As Restated
 
Net revenues $ 152,854 $ - $ 152,854
Operating expenses
Cost of revenues (exclusive of depreciation and amortization shown separately below) 61,662 - 61,662
Selling and marketing 39,851 - 39,851
General and administrative 16,233 - 16,233
Research and development 4,059 - 4,059
Depreciation 7,247 - 7,247
Amortization   4,243     -     4,243  
Total operating expenses   133,295     -     133,295  
 
Operating income   19,559     -     19,559  
 
Other (expense) income:
Interest expense (4,629 ) - (4,629 )
Unrealized (loss) on change in fair value of interest rate swaps - (4,592 ) (4,592 )
Interest income 213 - 213
Other, net   837     -     837  
Total other (expense) income   (3,579 )   (4,592 )   (8,171 )
 
Income before income taxes 15,980 (4,592 ) 11,388
Income tax expense 3,960 (1,607 ) 2,353
     
Net income $ 12,020   $ (2,985 ) $ 9,035  
 
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING:   59,331     59,331  
 
Basic earnings per share from net income $ 0.20   $ (0.05 ) $ 0.15  
 
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING:   60,497     60,497  
 
Diluted earnings per share from net income $ 0.20   $ (0.05 ) $ 0.15  

PREMIERE GLOBAL SERVICES, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, UNAUDITED, EXCEPT SHARE DATA)
         
ASSETS March 31, 2008
As Reported Adjustment As Restated
CURRENT ASSETS
Cash and equivalents $ 22,753 $ - $ 22,753
Accounts receivable (less allowances of $4,001) 101,939 - 101,939
Prepaid expenses and other current assets 9,256 - 9,256
Deferred income taxes, net   8,595     -     8,595  
Total current assets 142,543 - 142,543
 
PROPERTY AND EQUIPMENT, NET 119,713 - 119,713
 
OTHER ASSETS
Goodwill 340,602 - 340,602
Intangibles, net of amortization 39,660 - 39,660
Deferred income taxes, net - 1,700 1,700
Other assets   9,510     -     9,510  
$ 652,028   $ 1,700   $ 653,728  
 
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 55,831 $ - $ 55,831
Income taxes payable 5,922 - 5,922
Accrued taxes, other than income taxes 4,378 - 4,378
Accrued expenses 36,238 - 36,238
Current maturities of long-term debt and capital lease obligations 1,915 - 1,915
Accrued restructuring costs   1,006     -     1,006  
Total current liabilities 105,290 - 105,290
 
LONG-TERM LIABILITIES
Long-term debt and capital lease obligations 271,704 - 271,704
Accrued restructuring costs 1,385 - 1,385
Accrued expenses 9,747 9,075 18,822
Deferred income taxes, net   1,476     (1,476 )   -  
Total long-term liabilities 284,312 7,599 291,911
 
SHAREHOLDERS' EQUITY
Common stock $0.01 par value; 150,000,000 shares authorized, 61,743,950 shares issued and outstanding
617 - 617
Additional paid-in capital 551,247 - 551,247
Notes receivable, shareholder (1,727 ) - (1,727 )
Cumulative translation adjustment 15,919 - 15,919
Accumulated deficit   (303,630 )   (5,899 )   (309,529 )
Total shareholders' equity   262,426     (5,899 )   256,527  
$ 652,028   $ 1,700   $ 653,728  

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, UNAUDITED)
               

Three Months Ended
March 31, 2008

As Reported Adjustment As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 12,020 $ (2,985 ) $ 9,035
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 7,247 - 7,247
Amortization 4,243 - 4,243
Amortization of deferred financing costs 141 - 141
Deferred income taxes, net of effect of acquisitions 178 (1,607 ) (1,429 )
Payments for restructuring costs (929 ) - (929 )
Equity-based compensation 3,462 - 3,462
Excess tax benefits from share-based payment arrangements (23 ) - (23 )
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable, net (10,664 ) - (10,664 )
Prepaid expenses and other current assets 51 - 51
Accounts payable and accrued expenses   153     4,592     4,745  
Total adjustments   3,859     2,985     6,844  
Net cash provided by operating activities   15,879     -     15,879  
 
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (13,692 ) - (13,692 )
Business acquisitions, net of cash acquired   (138 )   -     (138 )
Net cash used in investing activities   (13,830 )     (13,830 )
 
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under borrowing arrangements (167,880 ) - (167,880 )
Proceeds from borrowing arrangements 170,896 - 170,896
Excess tax benefits from share-based payment arrangements 23 - 23
Purchase of treasury stock, at cost (1,027 ) - (1,027 )
Exercise of stock options   219     -     219  
Net cash provided by financing activities   2,231       2,231  
 
Effect of exchange rate changes on cash and equivalents 214 - 214
 
NET INCREASE IN CASH AND EQUIVALENTS   4,494     -     4,494  
CASH AND EQUIVALENTS, beginning of period $ 18,259   $ -   $ 18,259  
CASH AND EQUIVALENTS, end of period $ 22,753   $ -   $ 22,753  

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, UNAUDITED, EXCEPT PER SHARE DATA)
         
 
 

Three Months Ended
March 31, 2008

As Reported Adjustment As Restated
 
Pro Forma Diluted EPS (1)
Diluted EPS from net income, as reported $ 0.20 $ (0.05 ) $ 0.15
Elimination of one-time tax adjustments (0.02 ) - (0.02 )
Unrealized loss on change in fair value of interest rate swaps, net of taxes - 0.05 0.05
Equity-based compensation, net of taxes 0.04 - 0.04
Depreciation, net of taxes (0.01 ) - (0.01 )
Amortization, net of taxes   0.04       -       0.04  
Pro forma diluted EPS from net income $ 0.25     $ -     $ 0.25  
 
(1) Management believes that pro forma diluted EPS provides 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 and unrealized loss on change in fair value of interest rate swaps. 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.

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, UNAUDITED, EXCEPT PER SHARE DATA)
                       
Three Months Ended June 30, 2008 Six Months Ended June 30, 2008
As Reported Adjustment As Restated   As Reported Adjustment As Restated
 
Net revenues $ 161,565 $ - $ 161,565 $ 314,419 $ - $ 314,419
Operating expenses
Cost of revenues (exclusive of depreciation and amortization shown separately below) 66,202 - 66,202 127,864 - 127,864
Selling and marketing 40,211 - 40,211 80,062 - 80,062
General and administrative 16,738 - 16,738 32,971 - 32,971
Research and development 4,163 - 4,163 8,222 - 8,222
Excise tax expense 2,890 - 2,890 2,890 - 2,890
Depreciation 8,600 - 8,600 15,847 - 15,847
Amortization 3,914 - 3,914 8,157 - 8,157
Restructuring costs 3,339 - 3,339 3,339 - 3,339
Net legal settlements and related expenses   1,608     -   1,608     1,608     -     1,608  
Total operating expenses   147,665     -   147,665     280,960     -     280,960  
 
Operating income   13,900     -   13,900     33,459     -     33,459  
 
Other (expense) income:
Interest expense (5,532 ) - (5,532 ) (10,161 ) - (10,161 )
Unrealized gain (loss) on change in fair value of interest rate swaps - 4,119 4,119 - (473 ) (473 )
Interest income 138 - 138 351 - 351
Other, net   (21 )   -   (21 )   816     -     816  
Total other (expense) income   (5,415 )   4,119   (1,296 )   (8,994 )   (473 )   (9,467 )
 
Income before income taxes 8,485 4,119 12,604 24,465 (473 ) 23,992
Income tax expense 2,692 1,442 4,134 6,652 (165 ) 6,487
           
Net income $ 5,793   $ 2,677 $ 8,470   $ 17,813   $ (308 ) $ 17,505  
 
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING:   59,419     59,419     59,425     59,425  
 
Basic earnings per share from net income $ 0.10   $ 0.04 $ 0.14   $ 0.30   $ (0.01 ) $ 0.29  
 
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING:   60,603     60,603     60,646     60,646  
 
Diluted earnings per share from net income $ 0.10   $ 0.04 $ 0.14   $ 0.29   $ (0.01 ) $ 0.28  

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, UNAUDITED, EXCEPT SHARE DATA)
         
ASSETS June 30, 2008
As Reported Adjustment As Restated
CURRENT ASSETS
Cash and equivalents $ 24,824 $ - $ 24,824
Accounts receivable (less allowances of $3,284) 105,845 - 105,845
Prepaid expenses and other current assets 11,294 - 11,294
Deferred income taxes, net   8,838     -     8,838  
Total current assets 150,801 - 150,801
 
PROPERTY AND EQUIPMENT, NET 126,839 - 126,839
 
OTHER ASSETS
Goodwill 344,406 - 344,406
Intangibles, net of amortization 37,398 - 37,398
Deferred income taxes, net 385 1,735 2,120
Other assets   8,988     -     8,988  
$ 668,817   $ 1,735   $ 670,552  
 
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 56,293 $ - $ 56,293
Income taxes payable 5,272 - 5,272
Accrued taxes, other than income taxes 7,931 - 7,931
Accrued expenses 35,958 - 35,958
Current maturities of long-term debt and capital lease obligations 2,691 - 2,691
Accrued restructuring costs   3,279     -     3,279  
Total current liabilities 111,424 - 111,424
 
LONG-TERM LIABILITIES
Long-term debt and capital lease obligations 278,978 - 278,978
Accrued restructuring costs 1,195 - 1,195
Accrued expenses   11,361     4,956     16,317  
Total long-term liabilities 291,534 4,956 296,490
 
SHAREHOLDERS' EQUITY
Common stock $0.01 par value; 150,000,000 shares authorized, 61,556,412 shares issued and outstanding
616 - 616
Additional paid-in capital 549,057 - 549,057
Notes receivable, shareholder (1,752 ) - (1,752 )
Cumulative translation adjustment 15,775 - 15,775
Accumulated deficit   (297,837 )   (3,221 )   (301,058 )
Total shareholders' equity   265,859     (3,221 )   262,638  
$ 668,817   $ 1,735   $ 670,552  

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, UNAUDITED)
             
Six Months Ended June 30, 2008
As Reported Adjustment As Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 17,813 $ (308 ) $ 17,505
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 15,847 - 15,847
Amortization 8,157 - 8,157
Amortization of deferred financing costs 282 - 282
Net legal settlements and related expenses 1,608 - 1,608
Deferred income taxes, net of effect of acquisitions (1,044 ) (165 ) (1,209 )
Restructuring costs 3,339 - 3,339
Payments for restructuring costs (1,638 ) - (1,638 )
Equity-based compensation 6,463 - 6,463
Excess tax benefits from share-based payment arrangements (832 ) - (832 )
Gain on disposal of assets (7 ) - (7 )
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable, net (14,261 ) - (14,261 )
Prepaid expenses and other current assets (1,144 ) - (1,144 )
Accounts payable and accrued expenses   5,031     473     5,504  
Total adjustments   21,801     308     22,109  
Net cash provided by operating activities   39,614     -     39,614  
 
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (26,791 ) - (26,791 )
Business acquisitions, net of cash acquired   (8,443 )   -     (8,443 )
Net cash used in investing activities   (35,234 )   -     (35,234 )
 
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under borrowing arrangements (297,912 ) - (297,912 )
Proceeds from borrowing arrangements 306,272 - 306,272
Payments of debt issuance costs (8 ) - (8 )
Excess tax benefits from share-based payment arrangements 832 - 832
Purchase of treasury stock, at cost (9,164 ) - (9,164 )
Exercise of stock options   2,210     -     2,210  
Net cash provided by financing activities   2,230     -     2,230  
 
Effect of exchange rate changes on cash and equivalents (45 ) - (45 )
 
NET INCREASE IN CASH AND EQUIVALENTS   6,565     -     6,565  
CASH AND EQUIVALENTS, beginning of period $ 18,259   $ -   $ 18,259  
CASH AND EQUIVALENTS, end of period $ 24,824   $ -   $ 24,824  

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(IN THOUSANDS, UNAUDITED, EXCEPT PER SHARE DATA)
                 
Three Months Ended June 30, 2008 Six Months Ended June 30, 2008
As Reported Adjustment As Restated As Reported Adjustment As Restated
 
Pro Forma Diluted EPS (1)
Diluted EPS from net income, as reported $ 0.10 $ 0.04 $ 0.14 $ 0.29 $ (0.01 ) $ 0.28
Elimination of one-time tax adjustments - - - (0.02 ) - (0.02 )
Unrealized (gain) loss on change in fair value of interest rate swaps, net of taxes - (0.04 ) (0.04 ) - 0.01 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 0.02 - 0.02
Equity-based compensation, net of taxes 0.03 - 0.03 0.07 - 0.07
Excise tax expense, net of taxes 0.03 - 0.03 0.03 - 0.03
Excise tax interest, net of taxes 0.01 - 0.01 0.01 - 0.01
Depreciation, net of taxes - - - (0.01 ) - (0.01 )
Amortization, net of taxes   0.04     -       0.04     0.09       -       0.09  
Pro forma diluted EPS from net income $ 0.27   $ -     $ 0.27   $ 0.52     $ -     $ 0.52  
 
(1) Management believes that pro forma diluted EPS provides 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, unrealized (gain) loss on fair value of interest rate swaps 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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