Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information gives effect to
Premiere Technologies, Inc.'s ("Premiere" or the "Company") merger (the
"Merger") with Xpedite Systems, Inc. ("Xpedite") as though such transaction
occurred on January 1, 1997. The Company and Xpedite entered into a definitive
merger agreement on November 13, 1997. Under the terms of the merger agreement,
the Company exchanged its common shares for Xpedite's using an exchange ratio of
1.165 which valued Xpedite's shares at $34.00 per share and the Company's shares
at $29.18 per share, its average trading price for the 20 trading days preceding
the date on which Xpedite stockholders voted on the Merger.
Certain income statement amounts in the proforma financial information of
Xpedite have been reclassified to conform with the unaudited pro forma combined
financial information presentation and disclosure practices of Premiere.
The unaudited pro forma condensed combined financial information is presented
for illustrative purposes only and is not necessarily indicative of the
financial position or results of operations that would have actually been
reported had the acquisition of Xpedite occurred at the beginning of the
period presented nor is it indicative of future financial position or results
of operations. The unaudited pro forma combined financial information is based
on the respective historical financial statements for Premiere and Xpedite and
should be read in conjunction with the respective historical financial
statements incorporated by reference herein.
PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Pro Forma Pro Forma
Adjustments Premiere/
Historical Historical Xpedite Xpedite
Premiere Xpedite Merger Merger
Revenues $229,352 $166,153 - $ 395,505
Costs of service 63,974 63,576 - 127,550
-------- -------- -------- ---------
Gross Profit 165,378 102,577 - 267,955
Operating Expenses:
Selling, general and administrative 101,308 68,983 - 170,291
Depreciation and amortization 17,074 11,289 73,172 (A) 101,535
Restructuring, merger costs and other special charges 73,597 16,502 - 90,099
Accrued settlement costs 1,500 150 - 1,650
-------- -------- -------- ---------
Total operating expenses 193,479 96,924 73,172 363,575
-------- -------- -------- ---------
Operating income (loss) (28,101) 5,653 (73,172) (95,620)
Other income (expense):
Interest, net (912) (2,546) - (3,458)
Other, net 226 411 - 637
-------- -------- -------- ---------
Total other income (expense) (686) (2,135) - (2,821)
-------- -------- -------- ---------
(Income) loss before income tax (28,787) 3,518 (73,172) (98,441)
Income tax provision (benefit) (3,412) 1,407 (7,000) (B) (9,005)
-------- -------- -------- ---------
Net income (loss) before extraordinary item (25,375) 2,111 (66,172) (89,436)
Extraordinary item - 577 - 577
-------- -------- -------- ---------
Net income (loss) $(25,375) $ 1,534 $(66,172) $ (90,013)
======== ======== ======== =========
Basic net income (loss) per share $ (0.78) $ 0.17 $ (2.07)
======== ======== =========
Diluted net income (loss) per share $ (0.78) $ 0.17 $ (2.07)
======== ======== =========
Weighted average shares outstanding:
Basic 32,443 8,994 1,992 (C) 43,429
Diluted 32,443 8,994 1,992 43,429
PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Pro Forma adjustments have been made to:
(A) Reflect depreciation and amortization expense associated with the fair
value of tangible and intangible assets acquired over the estimated useful
lives of the associated assets.
(B) Reflect income tax effects of proforma adjustments.
(C) Reflect issuance of shares of Premiere common stock in exchange for all
outstanding Xpedite common stock.