0001157523-11-002140.txt : 20110420 0001157523-11-002140.hdr.sgml : 20110420 20110420161040 ACCESSION NUMBER: 0001157523-11-002140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110420 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110420 DATE AS OF CHANGE: 20110420 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: 11770742 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 a6691696.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)

April 20, 2011


PREMIERE GLOBAL SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

GEORGIA

(State or Other Jurisdiction of Incorporation)

001-13577

59-3074176

(Commission File Number)

(IRS Employer Identification No.)

3280 Peachtree Road, NE, 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 April 20, 2011, Premiere Global Services, Inc. issued a press release reporting its financial results for the quarter ended March 31, 2011. 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 current 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 April 20, 2011.


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: April 20, 2011 By:

/s/ David E. Trine

David E. Trine

Chief Financial Officer

(principal financial and accounting officer)


EXHIBIT INDEX

99.1

Press Release dated April 20, 2011.

EX-99.1 2 a6691696ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

PGi Reports First Quarter 2011 Results: Revenues $116.9M, Non-GAAP Diluted EPS from Continuing Operations $0.12*

Company Raises 2011 Financial Outlook

ATLANTA--(BUSINESS WIRE)--April 20, 2011--Premiere Global Services, Inc. (NYSE: PGI), a global leader in virtual meetings, today announced results for the first quarter ended March 31, 2011.

In the first quarter of 2011, net revenues increased 3.9% to $116.9 million, compared to $112.5 million in the first quarter of 2010. Diluted EPS from continuing operations was $0.06 and non-GAAP diluted EPS from continuing operations was $0.12* in the first quarter of 2011, compared to diluted EPS from continuing operations of $0.08 and non-GAAP diluted EPS from continuing operations of $0.14* in the first quarter of 2010. Results for 2010 are reclassified to reflect the PGiSend business as discontinued operations, as it was sold in October 2010.

“We are pleased with the momentum we have generated in our business, as we continue to execute our strategy for growth,” said Boland T. Jones, PGi founder, chairman and CEO. “The launch of our new iMeet® and GlobalMeet® solutions and our advertising campaigns have created a noticeable buzz in the marketplace. Our sales pipelines are strong, and trends in our base business continue to improve. As a result, 2011 is off to a good start.”

Financial Outlook

The following statements are based on PGi’s current expectations. These statements contain forward-looking statements and company estimates, and actual results may differ materially. PGi assumes no duty to update any forward-looking statements made in this press release.


Based on the strength of its first quarter results and current business trends, PGi increased its financial outlook for 2011. Based on current trends and foreign currency exchange rates, PGi now anticipates net revenues from continuing operations in 2011 will be in the range of $455-$465 million and non-GAAP diluted EPS from continuing operations will be in the range of $0.58-$0.62*, including marketing and advertising costs associated with the launch of our new virtual meetings solutions.

PGi will host a conference call today at 5:00 p.m., Eastern Time, 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) 206-4893 (U.S. and Canada) or (913) 312-1375 (International). The conference call will simultaneously be webcast. Please visit www.pgi.com for webcast details and conference call replay information, as well as the webcast archive and the text of the earnings release, including the financial and statistical information to be presented during the call.

* Non-GAAP Financial Measures

To supplement the company’s consolidated financial statements presented in accordance with GAAP, we have included the following non-GAAP measures of financial performance: non-GAAP operating income, non-GAAP net income from continuing operations, non-GAAP diluted net income per share (EPS) from continuing operations and organic growth. The company has also included these non-GAAP measures, as well as net revenues and segment net revenues, on a constant currency basis. 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.

About Premiere Global Services, Inc. │PGi

PGi is a global leader in virtual meetings. For nearly 20 years, we have innovated technologies that help people meet and collaborate in more enjoyable and productive ways. Every month, we bring together over 15 million people in nearly 4 million virtual meetings. Headquartered in Atlanta, PGi has a presence in 24 countries worldwide. For more information, visit us at www.pgi.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, Inc.’s forward-looking statements, including, but not limited to, the following factors: competitive pressures, including pricing pressures; technological changes and the development of alternatives to our services; market acceptance of new services, including our iMeet® and GlobalMeet® services; our ability to attract new customers and to retain and further penetrate our existing customers; risks associated with challenging global economic conditions; costs or difficulties related to the integration of any new technologies; service interruptions and network downtime; price increases from our telecommunications service providers; technological obsolescence and our ability to upgrade our equipment or increase our network capacity; concerns regarding the security of transactions; our level of indebtedness; future write-downs of goodwill or other intangible assets; assessment of income, state sales and other taxes; restructuring and cost reduction initiatives and the market reaction thereto; risks associated with acquisitions and market expansion; the impact of the recent sale of our PGiSend business; our ability to protect our intellectual property rights, including possible adverse results of litigation or infringement claims; regulatory or legislative changes, including further government regulations applicable to traditional telecommunications service providers; risks associated with international operations, including political instability and fluctuations in foreign currency exchange rates; and other factors described from time to time in our press releases, reports and other filings with the Securities and Exchange Commission, including but not limited to the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2010. 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
March 31,
  2011     2010  
(Unaudited)
 
Net revenues $ 116,925 $ 112,495
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization shown
separately below) 47,342 44,075
Selling and marketing 36,112 32,968
General and administrative (exclusive of expenses
shown separately below) 13,781 14,450
Research and development 3,176 3,577
Excise and sales tax expense 21 -
Depreciation 7,725 6,332
Amortization 1,710 2,238
Restructuring costs - 232
Asset impairments 19 38
Net legal settlements and related expenses - 339
Acquisition-related costs   -     174  
Total operating expenses   109,886     104,423  
 
Operating income   7,039     8,072  
 
Other (expense) income:
Interest expense (2,081 ) (2,417 )
Unrealized gain on change in fair value of interest rate swaps - 484
Interest income 16 35
Other, net   (211 )   10  
Total other expense   (2,276 )   (1,888 )
 
Income from continuing operations before income taxes 4,763 6,184
Income tax expense   1,831     1,305  
Net income from continuing operations   2,932     4,879  
 
Income (loss) on discontinued operations, net of taxes (31 ) 2,693
   
Net income $ 2,901   $ 7,572  
 
BASIC WEIGHTED-AVERAGE SHARES OUTSTANDING   50,759     58,220  
 
Basic net income per share
Continuing operations $ 0.06 $ 0.08
Discontinued operations   -     0.05  
Net income per share $ 0.06   $ 0.13  
 
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING   51,071     58,535  
 
Diluted net income per share
Continuing operations $ 0.06 $ 0.08
Discontinued operations   -     0.05  
Net income per share $ 0.06   $ 0.13  
 
 

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
       
 
March 31, December 31,
  2011     2010  
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and equivalents $ 22,426 $ 15,101
Accounts receivable (less allowances of $919 and $930, respectively) 72,834 64,243
Prepaid expenses and other current assets 18,868 19,941
Income taxes receivable 3,291 2,870
Deferred income taxes, net 5,253 5,337
Assets of a disposal group held for sale   3,988     4,319  
Total current assets   126,660     111,811  
 
PROPERTY AND EQUIPMENT, NET 107,102 107,238
 
OTHER ASSETS
Goodwill 298,436 296,681
Intangibles, net of amortization 15,452 16,967
Deferred income taxes, net 1,665 1,442
Other assets   7,360     7,518  
TOTAL ASSETS $ 556,675   $ 541,657  
 
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 41,481 $ 42,282
Income taxes payable 568 768
Accrued taxes, other than income taxes 6,041 4,671
Accrued expenses 24,705 27,585
Current maturities of long-term debt and capital lease obligations 3,732 3,577
Accrued restructuring costs 4,413 7,273
Liabilities of a disposal group held for sale   2,643     3,143  
Total current liabilities   83,583     89,299  
 
LONG-TERM LIABILITIES
Long-term debt and capital lease obligations 195,854 180,167
Accrued restructuring costs 2,094 2,321
Accrued expenses 17,928 18,032
Deferred income taxes, net   11,286     9,823  
Total long-term liabilities   227,162     210,343  
 
SHAREHOLDERS' EQUITY
Common stock, $0.01 par value; 150,000,000 shares authorized,
52,229,540 and 52,253,125 shares issued and outstanding, respectively 522 523
Additional paid-in capital 489,657 491,833
Accumulated other comprehensive gain 16,870 13,679
Accumulated deficit   (261,119 )   (264,020 )
Total shareholders' equity   245,930     242,015  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 556,675   $ 541,657  
 
 

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
             
 
Three Months Ended
March 31,
  2011     2010  
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,901 $ 7,572
(Income) loss from discontinued operations, net of taxes   31     (2,693 )
Net income from continuing operations 2,932 4,879
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 7,725 6,332
Amortization 1,710 2,238
Amortization of debt issuance costs 234 159
Net legal settlements and related expenses - 339
Payments for legal settlements and related expenses - (127 )
Deferred income taxes, net of effect of acquisitions 1,353 (749 )
Restructuring costs - 232
Payments for restructuring costs (3,034 ) (2,143 )
Asset impairments 19 38
Equity-based compensation 1,792 2,603
Unrealized gain on change in fair value of interest rate swaps - (484 )
Provision for doubtful accounts 157 166
Changes in working capital   (12,143 )   (7,025 )
Net cash provided by operating activities from continuing operations   745     6,458  
Net cash provided in (used in) operating activities from discontinued operations   (256 )   5,623  
Net cash provided by operating activities   489     12,081  
 
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (7,327 ) (6,944 )
Business dispositions 2,170 -
Business acquisitions, net of cash acquired   (49 )   (246 )
Net cash used in investing activities from continuing operations   (5,206 )   (7,190 )
Net cash used in investing activities from discontinued operations   -     (2,260 )
Net cash used in investing activities   (5,206 )   (9,450 )
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments under borrowing arrangements (9,223 ) (36,265 )
Proceeds from borrowing arrangements 23,971 35,044
Purchase of treasury stock, at cost   (3,319 )   (554 )
Net cash provided by (used in) financing activities from continuing operations   11,429     (1,775 )
Net cash used in financing activities from discontinued operations   -     (27 )
Net cash provided by (used in) financing activities   11,429     (1,802 )
 
Effect of exchange rate changes on cash and equivalents   613     (760 )
 
NET INCREASE IN CASH AND EQUIVALENTS   7,325     69  
CASH AND EQUIVALENTS, beginning of period   15,101     41,402  
CASH AND EQUIVALENTS, end of period $ 22,426   $ 41,471  
 
 

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands, except per share data)
         
Three Months Ended
March 31,
  2011   2010  
(Unaudited)
Non-GAAP Operating Income (1)
Operating income, as reported $ 7,039 $ 8,072
Restructuring costs - 232
Excise and sales tax expense 21 -
Asset impairments 19 38
Net legal settlements and related expenses - 339
Equity-based compensation 1,792 2,603
Acquisition-related costs - 174
Amortization   1,710   2,238  
Non-GAAP operating income $ 10,581 $ 13,696  
 
Non-GAAP Net Income from Continuing Operations (1)
Net income from continuing operations, as reported $ 2,932 $ 4,879
Elimination of non-recurring tax adjustments 450 (427 )
Unrealized gain on change in fair value of interest rate swaps - (348 )
Restructuring costs - 167
Excise and sales tax expense 15 -
Asset impairments 13 27
Net legal settlements and related expenses - 244
Equity-based compensation 1,272 1,874
Acquisition-related costs - 125
Amortization   1,214   1,611  
Non-GAAP net income from continuing operations $ 5,896 $ 8,152  
 
Non-GAAP Diluted EPS from Continuing Operations (1) (2)
Diluted net income per share from continuing operations, as reported $ 0.06 $ 0.08
Elimination of non-recurring tax adjustments 0.01 (0.01 )
Unrealized gain on change in fair value of interest rate swaps - (0.01 )
Restructuring costs - -
Excise and sales tax expense - -
Asset impairments - -
Net legal settlements and related expenses - -
Equity-based compensation 0.02 0.03
Acquisition-related costs - -
Amortization   0.02   0.03  
Non-GAAP diluted EPS from continuing operations $ 0.12 $ 0.14  
 
 
(1) Management believes that presenting non-GAAP operating income, non-GAAP net income from continuing operations and non-GAAP diluted EPS from continuing operations provide useful information regarding underlying trends in the company's continuing operations. Management expects equity-based compensation and amortization expenses to be recurring costs and presents non-GAAP diluted EPS from continuing operations to exclude these non-cash items as well as non-recurring items that are unrelated to the company's ongoing operations, including non-recurring tax adjustments, unrealized gain on change in fair value of interest rate swaps, restructuring costs, excise and sales tax expense, asset impairments, net legal settlements and related expenses and acquisition-related costs. These non-cash and non-recurring items are presented net of taxes for non-GAAP net income from continuing operations and non-GAAP diluted EPS from continuing operations.
 
(2) Column totals do not sum due to the effect of rounding on EPS.
 
 

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
CONSTANT CURRENCY ADJUSTMENTS AND ORGANIC GROWTH
                       
 
Prior Year Quarter Constant Currency Adjustments (3)
 
Impact of

Q1 - 11
(Constant
currency)

fluctuations in
foreign currency
exchange rates

Q1 - 11
(Actual)

(Unaudited, in thousands, except per share data)
 
Net Revenues $ 115,444 $ 1,481 $ 116,925
North America Net Revenue $ 79,562 $ 200 $ 79,762
Europe Net Revenue $ 23,216 $ 202 $ 23,418
Asia Pacific Net Revenue $ 12,666 $ 1,079 $ 13,745
Non-GAAP Operating Income $ 10,205 $ 376 $ 10,581
Non-GAAP Net Income from Continuing Operations $ 5,786 $ 110 $ 5,896
Non-GAAP Diluted EPS from Continuing Operations $ 0.12 $ - $ 0.12
 
(3) Management also presents these non-GAAP financial measures, as well as net revenues and segment net revenue on a constant currency basis compared to the same quarter in the previous year to exclude the effects of foreign currency exchange rates, which are not completely within management's control, in order to facilitate period-to-period comparison of the company's financial results without the distortion of these fluctuations. These constant currency adjustments convert current quarter results using prior period (Q1 - 10) average exchange rates.
 
Sequential Quarter Constant Currency Adjustments (4)
 
Impact of

Q1 - 11
(Constant
Currency)

fluctuations in
foreign currency
exchange rates

Q1 - 11
(Actual)

(Unaudited, in thousands)
 
Net Revenues $ 116,423 $ 502 $ 116,925
 
(4) Management also presents net revenues on a constant currency basis compared to the prior quarter to exclude the effects of foreign currency exchange rates, which are not completely within management's control, in order to facilitate period-to-period comparison of the company's financial results without the distortion of these fluctuations. These constant currency adjustments convert current quarter results using prior period (Q4 - 10) average exchange rates.
 
Organic Growth (5)
 
 

 

March 31,
2010

Impact of
fluctuations in
foreign currency
exchange rates

Organic net
revenue
growth

 

March 31,
2011

Organic net
revenue
growth rate

(Unaudited, in thousands, except percentages)
 
Net Revenues, Three Months Ended $ 112,495 $ 1,481 $ 2,949 $ 116,925 2.6 %
 
(5) Management defines "organic growth" as revenue changes excluding the impact of foreign currency exchange rate fluctuations and acquisitions made during the periods presented and presents this non-GAAP financial measure to exclude the effect of these items that are not completely within management's control, such as foreign currency exchange rate fluctuations, or do not reflect the company's ongoing core operations or underlying growth, such as acquisitions.
 
 

CONTACT:
Premiere Global Services
Investor Calls
Sean O’Brien, 404-262-8462
Executive Vice President
Strategy & Communications