SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 26, 2002
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PTEK HOLDINGS, INC.
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(Exact name of Registrant as Specified in its Charter)
Georgia 000-27778 59-3074176
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(State or other Jurisdiction of (Commission File (IRS Employer
Incorporation or Organization) Number) Identification No.)
3399 Peachtree Road, N.E.
The Lenox Building, Suite 600
Atlanta, Georgia 30326
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (404) 262-8400
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 26, 2002, PTEK Holdings, Inc. ("PTEK") sold substantially all the
assets, and assigned certain liabilities, of its Voicecom business unit
(exclusive of its Australian operations) through the sale by certain PTEK
affiliates of all the outstanding membership interests in PTEK's indirectly
wholly-owned subsidiary, Voicecom Telecommunications, LLC (the "Company"), to
Voicecom Telecommunications, Inc. (the "Buyer"). The Buyer is an affiliate of
Gores Technology Group, a privately-held international acquisition and
management company. The purchase was made pursuant to a Membership Interests
Purchase Agreement entered into as of March 25, 2002 by and among PTEK, the
Company, certain affiliates of PTEK and the Buyer (the "Agreement"). The sale to
the Buyer of the membership units in the Company was completed on March 26,
2002.
In addition to the sale of the membership interests, the disposition of
PTEK's Voicecom business unit shall include the subsequent sale to the Company
by PTEK's subsidiary, Premiere Communications, Inc. ("PCI"), of certain
telecommunications-related assets that are subject to the regulation of federal
and state governmental authorities, and the simultaneous assumption by the
Company of related PCI liabilities. The Agreement provides that the sale of
these regulated assets and assumption of related liabilities shall be completed
upon the first to occur of (i) the date the Buyer notifies PTEK in writing that
it wishes to complete such sale and assumption; (ii) the date that all
government regulatory approvals required for the purchase of the regulated
assets have been obtained; or (iii) March 26, 2003. Pending the completion of
the sale of those assets and assumption of related liabilities, the Company has
agreed to manage PCI's provision of regulated telecommunications services to
customers of the Voicecom business unit.
The assets transferred to the Buyer through the sale of membership
interests and the contemplated sale of certain regulated assets include all the
material operating assets and properties of PTEK's Voicecom business unit
(exclusive of its Australian operations), which offers a suite of integrated
communications solutions including network based voice messaging, interactive
voice response services and unified personal communications services (advanced
personal communications management systems that integrate voice mail, e-mail and
fax messaging). The consideration for PTEK's Voicecom business unit (including
the regulated assets to be subsequently sold and the amount of liabilities to be
subsequently assumed) consisted of (i) approximately $7.2 million in cash paid
on March 26, 2002, (ii) up to an additional $2 million in cash based on a
post-closing finalization of the net assets and specified debt obligations of
the transferred business, and (iii) the assumption of approximately $13.2
million in liabilities. PTEK has retained certain other pre-closing liabilities
of the transferred business, including liabilities for certain taxes, litigation
claims and unknown liabilities. The consideration was determined by negotiation
among the parties.
Descriptions of the terms of any agreements described herein and filed as
exhibits hereto are qualified in their entirety by reference to the complete
text of such agreements.
1
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
The following unaudited pro forma consolidated financial
statements of the Registrant are included in this Form 8-K.
Description Page
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1. Introduction to Unaudited Pro Forma Financial
Statements............................................. F-1
2. Unaudited Pro Forma Balance Sheet as of December 31,
2001................................................... F-2
3. Unaudited Pro Forma Statement of Operations for the
Year Ended December 31, 2001........................... F-3
4. Notes to Unaudited Pro Forma Financial Statements...... F-4
(c) Exhibits.
Exhibit Description
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2.1 Membership Interests Purchase Agreement as of March 25,
2002 by and among Voicecom Telecommunications, LLC, the
Registrant, Premiere Communications, Inc, Voice-Tel of
Canada Ltd., Intellivoice Communications, LLC, Voice-Tel
Enterprises, LLC, and Voicecom Telecommunications, Inc.
2.2 Bill of Sale and Assignment as of March 25, 2002 by and
between Voicecom Telecommunications, LLC and Premiere
Communications, Inc.
2.3 Assignment and Assumption Agreement as of March 25, 2002
by and between Voicecom Telecommunications, LLC and
Premiere Communications, Inc.
99.1 Press Release of the Registrant dated March 27, 2002.
2
PTEK HOLDINGS, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On March 26, 2002, PTEK Holdings, Inc. ("PTEK") sold substantially all
the assets, and assigned certain liabilities, of its Voicecom business unit
(exclusive of its Australian operations) through the sale by certain PTEK
affiliates of all the outstanding membership interests in PTEK's indirectly
wholly-owned subsidiary, Voicecom Telecommunications, LLC (the "Company"), to
Voicecom Telecommunications, Inc. (the "Buyer"). The Buyer is an affiliate of
Gores Technology Group, a privately-held international acquisition and
management company. The purchase was made pursuant to a Membership Interests
Purchase Agreement entered into as of March 25, 2002 by and among PTEK, the
Company, certain affiliates of PTEK and the Buyer (the "Agreement"). The sale to
the Buyer of the membership units in the Company was completed on March 26,
2002.
The accompanying unaudited pro forma consolidated balance sheet has
been prepared to illustrate the effect of the Voicecom disposition had this
transaction been completed at December 31, 2001. The pro forma consolidated
Statement of Operations for the year ended December 31, 2001 has been prepared
to illustrate the effect of the Voicecom disposition had this transaction been
completed at January 1, 2001.
The unaudited pro forma consolidated financial statements are subject
to a number of estimates, assumptions and other uncertainties, and do not
purport to be indicative of the actual financial position or results of
operations that would have occurred had the transaction reflected therein in
fact occurred on the dates specified, nor do such financial statements purport
to be indicative of the results of operations or financial condition that may be
achieved in the future. These unaudited pro forma consolidated financial
statements should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and all of the
financial statements and notes thereto contained in the Company's Form 10-K for
the year ended December 31, 2001.
F-1
PTEK HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2001
(in thousands)
Pro Forma
PTEK Holdings, Inc. Voicecom without
as Reported Disposition Voicecom
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ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 48,023 $ 9,250 $ 57,273
Marketable Securities, available for sale 1,477 - 1,477
Accounts Receivable (less allowance of $8,278) 58,613 (6,295) 52,318
Federal Income tax receivable 9,208 - 9,208
Prepaid Expenses & Other Current Assets 7,982 (1,112) 6,870
Deferred income taxes, net 13,743 - 13,743
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Total Current Assets 139,046 1,843 140,889
PROPERTY AND EQUIPMENT, NET 91,349 (26,619) 64,730
OTHER ASSETS
Goodwill, net of amortization 123,066 - 123,066
Intangibles, net of amortization 21,880 - 21,880
Deferred income taxes, net 6,923 (45) 6,878
Other assets 4,174 - 4,174
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Total Other Assets 156,043 (45) 155,998
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TOTAL ASSETS 386,438 (24,821) 361,617
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LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 56,862 (12,840) 44,022
Deferred Revenue 452 (433) 19
Accrued Taxes 16,031 (3,907) 12,124
Accrued Expenses 42,733 5,518 48,251
Current maturities of long-term debt and capital lease obligations 6,124 (3,065) 3,059
Accrued Restructuring Costs 3,728 (2,082) 1,646
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Total Current Liabilities 125,930 (16,809) 109,121
LONG-TERM LIABILITIES
Convertible Subordinated Notes 172,500 - 172,500
Long-term debt and capital lease obligations 8,552 (4,175) 4,377
Accrued Expenses 424 - 424
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Total Long-Term Liabilities 181,476 (4,175) 177,301
Shareholders' Equity
Common Stock 569 - 569
Unrealized gain on marketable securities, available for sale 722 - 722
Additional Paid-in-Capital 597,885 - 597,885
Unearned restricted share compensation (3,860) - (3,860)
Treasury Stock (15,494) - (15,494)
Notes Receivable - Shareholder (4,593) - (4,593)
Cumulative Translation Adjustment (5,775) (678) (6,453)
Accumulated Deficit (490,422) (3,159) (493,581)
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Total Shareholders' Equity 79,032 (3,837) 75,195
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 386,438 $(24,821) $ 361,617
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See accompanying notes to the unaudited pro forma consolidated financial
statements
F-2
PTEK HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
(in thousands, except per share amounts)
Pro Forma
PTEK Holdings, Inc. Voicecom without
as reported Disposition Voicecom
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Revenues $ 422,930 $(91,143) $ 331,787
Telecommunications Costs 102,808 (29,565) 73,243
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Gross Profit 320,122 (61,578) 258,544
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Direct Operating Costs 71,562 (19,238) 52,324
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Contribution Margin 248,560 (42,339) 206,221
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Operating Expenses
Selling and Marketing 90,242 (14,748) 75,494
General and administrative 79,345 (20,354) 58,991
Research and development 15,190 (4,117) 11,073
Depreciation 35,434 (14,665) 20,769
Amortization 94,137 (5,585) 88,552
Restructuring costs 10,637 (6,028) 4,609
Asset impairments 131,541 (30,750) 100,791
Equity based compensation 20,429 - 20,429
Net Legal Settlements and related expenses 2,331 - 2,331
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Total operating expenses 479,286 (96,247) 383,038
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Operating Loss (230,726) 53,908 (176,818)
Other (Expense) Income
Interest expense (12,083) 1,935 (10,148)
Interest income 843 (72) 771
Gain on sale of marketable securities 2,971 - 2,971
Asset impairment and obligations - investments (31,695) - (31,695)
Amortization of goodwill - equity investments (1,612) - (1,612)
Other, net (1,861) (67) (1,928)
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Total Other Income (Expense) (43,437) 1,796 (41,641)
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(Loss) Income Before Income Taxes (274,163) 55,704 (218,459)
Income Tax Expense (benefit) (32,043) 12,915 (19,128)
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Net Income (Loss) $(242,120) $ 42,789 $(199,331)
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Basic and Diluted Net Earnings (Loss) Loss Per Share $ (4.84) $ (3.99)
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Weighted Average Shares Outstanding-Basic and Diluted 49,998 49,998
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See accompanying notes to the unaudited pro forma consolidated financial
statements
F-3
PTEK HOLDINGS, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2001
The unaudited pro forma consolidated Balance Sheet as of December 31, 2001
assumes the Voicecom sale occurred on December 31, 2001. The pro forma
information is based on the historical financial statements included in the
Company's Form 10-K for the year ended December 31, 2001 after giving effect to
the following adjustments; 1) the net cash proceeds of the transaction, and 2)
the transfer of assets and liabilities associated with the disposition.
Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended
December 31, 2001
The Company's unaudited pro forma consolidated statement of operations for the
year ended December 31, 2001 assumes the Voicecom sale occurred as described in
Item 2 of this Form 8-K filing on January 1, 2001. The pro forma financial
information is based on the historical financial statements included in the
Company's Form 10-K for the year ended December 31, 2001 after giving effect to
the following adjustments; 1) the actual operating results of the Voicecom
business unit for the year ended December 31, 2001, and 2) the allocation of
interest expense based on a pro rata portion of net identifiable assets of all
operating business units.
F-4
SIGNATURES
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.
By: /s/William E. Franklin
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William E. Franklin
Executive Vice President and
Date: April 10, 2002 Chief Financial Officer
S-1
EXHIBIT INDEX
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Exhibit Description
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2.1 Membership Interests Purchase Agreement entered into as of March 25,
2002 by and among Voicecom Telecommunications, LLC, the Registrant,
Premiere Communications, Inc, Voice-Tel of Canada Ltd., Intellivoice
Communications, LLC, Voice-Tel Enterprises, LLC, and Voicecom
Telecommunications, Inc.
2.2 Bill of Sale and Assignment as of March 25, 2002 by and between
Voicecom Telecommunications, LLC and Premiere Communications, Inc.
2.3 Assignment and Assumption Agreement as of March 25, 2002 by and
between Voicecom Telecommunications, LLC and Premiere Communications,
Inc.
99.1 Press Release of the Registrant dated March 27, 2002.