UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO __________,19 ___ . Commission File Number: 0-27778 Premiere Technologies, Inc. (Exact name of registrant as specified in its charter) Georgia 59-3074176 (State or other jurisdiction of (I.R.S. Employer Identi- incorporation or organization) fication No.) 3399 Peachtree Road NE The Lenox Building, Suite 400 Atlanta, Georgia 30326 (Address of principal executive offices, including zip code) (404) 237-2911 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No (2) Yes No X ----- ----- ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at May 15, 1996 - - ----------------------------- --------------------------- Common Stock, $0.01 par value 20,640,868 shares Premiere Technologies, Inc. and Subsidiary INDEX TO FORM 10-Q PAGE ---- PART I FINANCIAL INFORMATION Item 1 Financial Statements Condensed Consolidated Balance Sheets as of December 31, 1995 and March 31, 1996 3 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 1995 and 1996 5 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1995 and 1996 6 Notes to Condensed Consolidated Financial Statements 7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II OTHER INFORMATION Item 1 Legal Proceedings 10 Item 2 Changes in Securities 10 Item 3 Defaults upon Senior Securities 10 Item 4 Submission of Matters to a Vote of Security Holders 10 Item 5 Other Information 10 Item 6 Exhibits and Reports on Form 8-K 11 SIGNATURES 12 EXHIBITS INDEX 13 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1995 AND MARCH 31, 1996 December 31, 1995 March 31, 1996 ----------------- -------------- (Audited) (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $1,981,144 $2,345,528 Investments 3,515,782 78,051,890 Accounts receivable (less allowance for doubtful accounts of $107,613 and $396,088, respectively) 3,013,185 3,387,033 Due from related parties 276,477 14,791 Prepaid expenses and other 497,746 459,790 Deferred tax asset, net 2,533,403 1,985,498 ------------ ---------- Total current assets 11,817,737 86,244,530 ------------ ---------- PROPERTY AND EQUIPMENT (Note 4) 5,734,992 7,851,144 Less: accumulated depreciation (980,943) (1,310,332) ------------ ---------- Net property and equipment 4,754,049 6,540,812 ------------ ---------- OTHER ASSETS: Deferred software development costs, net 78,105 68,719 Due from related parties 100,672 100,786 Other 237,099 99,946 ------------ ---------- $16,987,662 $93,054,793 ============ =========== The accompanying notes are an integral part of these condensed consolidated balance sheets. 3 PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1995 AND MARCH 31, 1996 December 31, 1995 March 31, 1996 ----------------- -------------- (Audited) (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 849,584 $1,251,529 Accrued payroll 357,345 403,421 Accrued transmission 1,325,094 1,223,028 Accrued sales taxes 780,661 824,197 Accrued bonuses 15,000 88,918 Accrued construction costs 883,850 48,520 Other accrued expenses 887,726 1,530,263 Unearned revenue 352,541 855,907 Current portion of capital lease obligation 172,422 251,507 Dividends payable on preferred stock 647,644 0 Notes payable 10,500 10,500 ------------ ---------- Total current liabilities 6,282,367 6,487,790 ------------ ---------- LONG TERM LIABILITIES: Notes payable 1,915,192 21,000 Obligation under capital lease 355,160 339,992 Deferred tax liability 242,216 242,216 ------------ ---------- Total long term liabilities 2,512,568 603,208 ------------ ---------- SHAREHOLDERS' EQUITY: Series A convertible, redeemable 8% cumulative preferred stock, $0.01 par value; 5,000,000 shares authorized, 128,983 and 0 shares issued and outstanding, respectively, converted to common stock 3,906,500 0 Common Stock, $0.01 par value; 150,000,000 shares authorized, 12,367,920 and 20,640,868 shares issued and outstanding, respectively 123,679 206,409 Additional paid-in capital 7,237,795 85,982,847 Subscriptions receivable (2,436,703) 0 Stock warrants outstanding 243,760 12,613 Accumulated deficit (882,304) (238,074) ------------ ---------- Total shareholders' equity 8,192,727 85,963,795 ------------ ---------- $16,987,662 $93,054,793 =========== =========== The accompanying notes are an integral part of these condensed consolidated balance sheets. 4 PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996 1995 1996 ---------- ---------- (Unaudited) (Unaudited) REVENUES: Subscriber services $2,431,382 $7,204,316 License fees 901,564 2,296,273 Hospitality services 271,021 254,806 Other revenues 45,893 337,727 ---------- ---------- Total revenues 3,649,860 10,093,122 COST OF SERVICES 1,251,402 3,450,941 ---------- ---------- GROSS MARGIN 2,398,458 6,642,181 ---------- ---------- OPERATING EXPENSES: Selling and marketing 1,195,601 3,653,505 General and administrative 790,509 1,711,303 Depreciation and amortization 116,796 344,486 ---------- ---------- Total operating expenses 2,102,906 5,709,294 ---------- ---------- OPERATING INCOME 295,552 932,887 ---------- ---------- OTHER INCOME (EXPENSE): Interest income 65,635 266,186 Interest expense (81,642) (90,473) Other, net 12,154 (4,563) ---------- ---------- Total other income (expense) (3,853) 171,150 ---------- ---------- NET INCOME BEFORE INCOME TAXES AND EXTRAORDINARY LOSS 291,699 1,104,037 PROVISION FOR INCOME TAXES 56,618 371,219 ---------- ---------- NET INCOME BEFORE EXTRAORDINARY LOSS 235,081 732,818 EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT, NET OF TAX EFFECT OF $37,880 0 59,251 ---------- ---------- NET INCOME 235,081 673,567 PREFERRED STOCK DIVIDENDS 77,105 0 ---------- ---------- NET INCOME ATTRIBUTABLE TO COMMON SHARE- HOLDERS $157,976 $673,567 ========== ========== PRO FORMA INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS FOR PRIMARY EARNINGS PER SHARE $218,923 $1,010,547 ========== ========== PRO FORMA INCOME PER COMMON AND COMMON EQUIVALENT SHARES: Primary (Note 3) $0.01 $0.05 ========== ========== SHARES USED IN COMPUTING EARNINGS PER COMMON AND COMMON EQUIVALENT SHARES: Primary 19,038,557 18,750,781 ========== ========== The accompanying notes are an integral part of these condensed consolidated statements. 5 PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996 1995 1996 ---------- ---------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $235,081 $673,567 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 116,796 344,486 Amortization of note discount 11,127 8,677 Loss on early extinguishment of debt 0 97,131 Loss on sale of asset 0 17,672 Changes in assets and liabilities: Accounts receivable, net (160,826) (373,848) Prepaid expenses and other (109,923) 175,109 Deferred tax asset 0 547,905 Accounts payable 301,339 401,945 Accrued expenses 178,001 (131,329) Unearned revenue 15,628 503,366 ---------- ---------- Total adjustments 352,142 1,591,114 ---------- ---------- Net cash provided by operating activities 587,223 2,264,681 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment, net (436,469) (2,028,359) Purchase of investments, net 716 (74,536,106) Due from related parties, net 2,861 261,572 ---------- ---------- Net cash used in investing activities (432,892) (76,302,893) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock, net 0 74,666,094 Principal payments under capital lease obligation (22,129) (47,260) Proceeds from issuance of note payable 54,000 0 Early extinguishment of debt 0 (2,000,000) Payment of dividends on preferred stock 0 (676,981) Proceeds from payments of subscriptions receivable 0 2,436,703 Proceeds from exercises of stock options 0 24,040 ---------- ---------- Net cash provided by financing activities 31,871 74,402,596 ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS 186,202 364,384 CASH AND CASH EQUIVALENTS, beginning of period 1,513,528 1,981,144 ---------- ---------- CASH AND CASH EQUIVALENTS, end of period $1,699,730 $2,345,528 ========== ========== SUPPLEMENTAL CASH FLOW DISCLOSURES: Cash paid for interest $70,515 $81,796 ========== ========== The accompanying notes are an integral part of these condensed consolidated statements. 6 PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation The accompanying condensed consolidated financial statements, with the exception of the December 31, 1995 condensed consolidated balance sheet, are unaudited and have been prepared by the management of Premiere Technologies, Inc. (the "Company") in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures usually found in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. In the opinion of the management of the Company, all adjustments (consisting of only normal recurring adjustments) considered necessary for fair presentation of the condensed consolidated financial statements have been included, and the accompanying condensed consolidated financial statements present fairly the financial position and the results of operations for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company's Registration Statement on Form S-1 (Reg. No. 33- 80547), as amended, declared effective by the Securities and Exchange Commission on March 4, 1996. 2. Initial Public Offering The Company issued 4,570,000 shares of its $0.01 par value common stock in an initial public offering in March 1996. Proceeds to the Company, net of the underwriting discount and expenses of the offering, were $74,666,094. The Company plans to use approximately $10.8 million of the net proceeds to invest in expansion and enhancement of the Company's network management system and related network and the Company's other infrastructure, has already used approximately $2.0 million to repay indebtedness, and will retain the remaining net proceeds for working capital and other general corporate purposes. 3. Earnings Per Share Primary net income per share is computed under the modified treasury stock method using the weighted average number of shares of common stock and dilutive common stock equivalent shares ("CSEs") from stock options. The modified treasury stock method was used for CSEs issued earlier than the 12-month period prior to the initial filing of the Registration Statement relating to the Company's initial public offering. Under the modified treasury stock method, proceeds from the exercise of CSEs consist of the exercise price of the CSEs, as well as the related income tax benefit to the Company. CSE proceeds are assumed to be applied first to repurchase up to 20% of the Company's common stock, and then to repay outstanding long term indebtedness. Any remaining CSE proceeds are assumed to be invested in U.S. Government securities. The modified treasury stock method is not applied when the effect is anti-dilutive. In determining the Company's primary net income per share under the modified treasury stock method, net income per share applicable to common shareholders has been adjusted on a pro forma basis to reflect the decrease in interest expense related to loans outstanding to a licensed small business investment company ("SBIC"). To the extent that excess proceeds from the assumed exercise of outstanding options and tax benefits from the assumed exercise were in excess of the SBIC loans, an increase in interest income related to the investment of such excess proceeds in U.S. Government securities is reflected in adjusted net income per share applicable to common shareholders. The pro forma net interest adjustment to primary net income per share under the modified treasury stock method was $60,947 and $336,980 for the three months ended March 31, 1995 and 1996, respectively. Fully diluted net income per common and common equivalent share is computed by including convertible instruments which are not CSEs in the weighted average per share calculation (using the modified treasury stock method) at period-end market value of stock prices. To the extent that the convertible securities are anti-dilutive, they are not included in the fully diluted net income per common and common equivalent share. For all periods presented, the inclusion of convertible securities in the fully diluted calculation are anti-dilutive, they are not included in the fully diluted net income per common and common equivalent share. For all periods presented, the inclusion of convertible securities in the fully diluted calculation are anti-dilutive. Accordingly, fully diluted earnings per share data is not presented. 7 4. Property and Equipment Balances of major classes of fixed assets and the related accumulated depreciation are as follows: December 31, 1995 March 31, 1996 ----------------- -------------- Computer equipment $3,263,658 $ 4,587,462 Furniture and fixtures 247,283 434,668 Office equipment 147,778 258,212 Leasehold improvements 455,862 1,674,545 Construction in progress 883,850 48,520 ---------- ----------- 4,998,431 7,003,407 Less accumulated depreciation (725,603) (1,001,852) ---------- ----------- Property and equipment, net $4,272,828 $ 6,001,555 ========== =========== The assets under capital leases included in property and equipment in the balance sheets are as follows: December 31, 1995 March 31, 1996 ----------------- -------------- Telecommunications equipment $ 736,561 $ 847,737 Less accumulated depreciation (255,340) (308,480) ---------- ----------- Property and equipment, net $ 481,221 $ 539,257 ========== =========== ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Three Months Ended March 31, 1995 Compared to Three Months Ended March 31, 1996 Revenues. Total revenues increased $6.5 million or 180.6% from $3.6 million in the three months ended March 31, 1995 to $10.1 million in the three months ended March 31, 1996. Subscriber services revenues increased $4.8 million or 200% from $2.4 million in the three months ended March 31, 1995 to $7.2 million in the three months ended March 31, 1996. This increase was due almost entirely to increased revenues from Premiere Worldlink subscriber services resulting primarily from response to the Company's print advertising campaign, which was substantially expanded after the first quarter of 1995 through the first three months of 1996. Additional co-branded relationships were in existence during the three months ended March 31, 1996, which also contributed to the growth in Premiere Worldlink subscriber services revenues. Revenues from AFCOM subscriber services remained stable. License fee revenues increased $1.4 million or 155.2% from $902,000 in the three months ended March 31, 1995 to $2.3 million in the three months ended March 31, 1996. This increase was due to the establishment of additional licensing relationships and increased revenues from existing licensees. Hospitality services revenues remained stable. As a percentage of total revenues, hospitality services revenues decreased from 7.5% in the three months ended March 31, 1995 to 2.5% in the three months ended March 31, 1996, which reflects the Company's decision to emphasize growth of subscriber services and license fees revenues. While the Company does not anticipate any material growth in hospitality services revenues, the Company continues these operations, in part because it believes the operations provide opportunities to market its subscriber services. Other services revenues increased $292,000 or 634.8% from $46,000 in the three months ended March 31, 1995 to $338,000 in the three months ended March 31, 1996. This increase was attributable primarily to $240,000 of nonrecurring system design and development revenue. Cost of Services. Cost of services increased $2.2 million or 169.2% from $1.3 million in the three months ended March 31, 1995 to $3.5 million in the three months ended March 31, 1996, but remained stable as a percentage of revenues. 8 Selling and Marketing Expenses. Selling and marketing expenses increased $2.5 million or 208.3% from $1.2 million in the three months ended March 31, 1995 to $3.7 million in the three months ended March 31, 1996, and increased as a percentage of revenues from 33.3% to 36.6%. This increase was due to greater expenditures on print advertising and other selling and marketing costs related to the increase in subscribers and revenues. General and Administrative Expenses. General and administrative expenses increased $921,000 or 116.4% from $791,000 in the three months ended March 31, 1995 to $1.7 million in the three months ended March 31, 1996. This increase was due primarily to increased numbers of employees and related expenses to support the Company's growth. These expenses decreased as a percentage of revenues from 22.0% in the three months ended March 31, 1995 to 16.8% in the three months ended March 31, 1996. This decrease was attributable primarily to increased operating leverage due to higher revenues. Depreciation and Amortization Expense. Depreciation and amortization expense increased $227,000 or 194.0% from $117,000 in the three months ended March 31, 1995 to $344,000 in the three months ended March 31, 1996. This increase was due primarily to depreciation of additional equipment acquired during 1995 and the three months ended March 31,1996. Operating Income. Operating income increased $637,000 or 215.2% from $296,000 in the three months ended March 31, 1995 to $933,000 in the three months ended March 31, 1996. Operating income as a percentage of revenues increased from 8.2% in the three months ended March 31, 1995 to 9.2% in the three months ended March 31, 1996. Interest Income. Interest income increased $200,000 or 303.0% from $66,000 in the three months ended March 31, 1995 to $266,000 in the three months ended March 31, 1996. This increase was attributable to the Company's investment of the net proceeds from its initial public offering. Interest Expense. Interest expense increased $9,000 or 11.0% from $82,000 in the three months ended March 31, 1995 to $91,000 in the three months ended March 31, 1996. Income Taxes. Income taxes on net income before extraordinary loss increased $274,000 or 480.7% from $57,000 (an effective tax rate of 19.5%) in the three months ended March 31, 1995 to $371,000 (an effective tax rate of 33.6%) in the three months ended March 31, 1996. The Company's effective tax rate was less than the statutory rate due to the use of net operating loss carryforwards in the first quarter of 1995 and the Company's investment of the net proceeds of its initial public offering in tax free instruments in the first quarter of 1996. Extraordinary Loss. As a result of the early extinguishment of debt, the Company recognized an extraordinary loss of $59,000, net of the income tax effect of $38,000, in the quarter ended March 31, 1996. This debt consisted of two $1.0 million loans obtained from an SBIC in 1992 and 1993. The extraordinary loss resulted from the write-off of the remaining unamortized discount related to stock warrants issued in connection with the loans. Net Income. As a result of the foregoing, net income increased $439,000 or 186.8% from $235,000 in the three months ended March 31, 1995 to $674,000 in the three months ended March 31, 1996. Net income as a percentage of revenues increased from 6.5% in the three months ended March 31, 1995 to 6.7% in the three months ended March 31, 1996. Without giving effect to the Company's extraordinary loss, the Company's net income as a percentage of revenues would have been 7.3% in the three months ended March 31, 1996. LIQUIDITY AND CAPITAL RESOURCES The Company's primary sources of funds are from current amounts of cash and cash equivalents (including the net proceeds of the Company's initial public offering) and operations. The Company's principal uses of cash are for working capital and capital expenditures. 9 The Company anticipates that capital expenditures for improvements to its network management system platform will require capital expenditures of approximately $10.8 million. This includes enhancements to the database as well as establishing the Company's proposed platform site in Dallas, Texas, and the installation of telnodes and network managers in the United Kingdom and New Zealand. The Company believes that funds provided by operations and current amounts of cash, cash equivalents, and short-term investments, including the net proceeds of the Company's initial public offering, will be sufficient to meet its presently anticipated needs for working capital and capital expenditures. PART II OTHER INFORMATION Item 1. Legal Proceedings As previously disclosed in the Company's Registration Statement on Form S-1 (Reg. No. 33-80547), as amended, relating to the Company's March 1996 initial public offering, on January 30, 1996, Eric Bott, E.B. Elliott and Cost Recovery Systems, Inc. ("CRS") filed a complaint against the Company's subsidiary, Premiere Communications, Inc., and the Company's President, Boland T. Jones, in the Superior Court of Fulton County, Georgia. In the complaint, the plaintiffs allege that: (i) Mr. Bott, a former Company employee, is entitled to options to purchase 10,000 shares of common stock of Premiere Communications, Inc. at $5.00 per share; (ii) Mr. Bott is entitled to a commission equal to 10% of all revenues that have been and in the future are collected as a result of the Company's licensing arrangement with one of its customers; (iii) Mr. Bott is entitled to $7,000 for consulting work allegedly performed for the Company; (iv) Mr. Bott is entitled to unspecified damages resulting from his sale in June 1995 of 750 shares of common stock of Premiere Communications, Inc. to an unrelated third party for an unspecified amount; (v) Mr. Elliott or CRS, an affiliate of Mr. Elliott, is entitled to options to purchase 5,000 or 10,000 shares of common stock of Premiere Communications, Inc. at an unspecified exercise price arising out of work allegedly performed by CRS for the Company; and (vi) CRS is owed an unspecified amount of commissions from the Company relating to sales of the Company's telecommunications services by CRS. Subsequent to the filing of the complaint, the plaintiffs dismissed without prejudice count (iv), above. The plaintiffs also seek attorneys fees and unspecified amounts of punitive damages. The Company has filed an answer and counterclaim denying all allegations of the complaint and asserting various affirmative defenses, and the Company intends to vigorously defend the action. Assuming that the allegations concerning stock options and stock sales relate to the common stock of Premiere Technologies, Inc., rather than Premiere Communications, Inc., as alleged, the Company believes that the share numbers and exercise prices have not been adjusted for the 24-to-1 stock split effected in December 1995. In this regard, the plaintiffs have filed a motion to add the Company as a defendant and to amend their complaint to assert their claims against the Company. Adjusting the share numbers and exercise prices of these options to reflect the 24-to-1 stock split, the plaintiffs' claims relate to options to purchase up to a total of 480,000 shares of Common Stock and the alleged exercise price of $5.00 per share with regard to a portion of such options becomes approximately $0.21 per share. The Company believes it has meritorious defenses to the plaintiffs' allegations, but due to inherent uncertainties of litigation, the Company is unable to predict the outcome of this litigation. If the outcome of the litigation is adverse to the Company, it could have a material adverse effect on the Company's business, operating results and financial condition. Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None 10 Item 6. Exhibits and Reports on Form 8-K a. Exhibits: 11.1 Statement re computation of per share earnings 27.1 Financial data schedule b. Reports on Form 8-K: None 11 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 thereunto duly authorized. Premiere Technologies, Inc. May 15, 1996 /s/ Boland T. Jones - - ---------------------- ----------------------------------------- Date Boland T. Jones Chairman of the Board and President May 15, 1996 /s/ Patrick G. Jones - - ---------------------- ----------------------------------------- Date Patrick G. Jones Senior Vice President Finance and Legal 12 EXHIBITS INDEX PAGE ---- 11.1 Statement re computation of per share earnings 14 27.1 Financial data schedule 15 13