<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 0-27594
TRESCOM INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 65-0454571
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
200 EAST BROWARD BOULEVARD, FT. LAUDERDALE, FLORIDA 33301
(Address of Principal Executive Offices) (Zip Code)
(954) 763-4000
(Registrant's Telephone Number, Including Area Code)
----------------------------------------------------------------
(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. [ X ] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING
----- -----------
Common Stock, par value 12,262,791 shares on
$0.0419 per share May 6, 1998
================================================================================
<PAGE>
TRESCOM INTERNATIONAL, INC.
INDEX
-----
PART I. FINANCIAL INFORMATION
- ------------------------------
PAGE NO.
--------
ITEM 1. Financial Statements:
Consolidated Balance Sheets as of March 31, 1998 (Unaudited)
and December 31, 1997......................................... 1
Unaudited Consolidated Statements of Operations for the three
months ended March 31, 1998 and 1997 ........................ 2
Unaudited Consolidated Statement of Shareholders' Equity at
March 31, 1998 .............................................. 3
Unaudited Consolidated Statements of Cash Flows for the three
months ended March 31, 1998 and 1997......................... 4
Notes to Unaudited Consolidated Financial Statements.......... 5
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................... 8
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.... 9
PART II. OTHER INFORMATION
- ---------------------------
ITEM 1. Legal Proceedings............................................. 10
ITEM 2. Changes in Securities and Use of Proceeds..................... 10
ITEM 3. Default 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.............................. 10
SIGNATURES.............................................................. 12
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
--------------------
TRESCOM INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
MARCH 31, DECEMBER 31,
1998 1997
-----------------------
(Unaudited)
(In thousands, except
share and per
share data)
Current assets:
Cash................................................... $ 102 $ 1,481
Accounts and notes receivable, net of allowance
for doubtful accounts of $7,918 and $8,149,
respectively........................................ 26,956 31,743
Other current assets................................... 2,492 2,406
--------- --------
Total current assets..................................... 29,550 35,630
Property and equipment, at cost:
Transmission and communications equipment.............. 30,517 29,720
Furniture, fixtures and other.......................... 10,272 9,620
--------- --------
40,789 39,340
Less accumulated depreciation and amortization......... (10,894) (9,668)
--------- --------
29,895 29,672
Other assets:
Customer bases, net of accumulated amortization of
$2,650 and $2,385, respectively...................... 3,010 3,274
Excess of cost over net assets of businesses acquired,
net of accumulated amortization of $3,830 and $3,508,
respectively......................................... 38,596 38,826
Other.................................................. 940 1,027
-------- --------
Total assets............................................. $101,991 $108,429
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable....................................... $ 907 $ 1,237
Accrued network costs.................................. 18,667 19,497
Other accrued expenses................................. 4,733 6,365
Long-term obligations due within one year.............. 1,299 1,098
Deferred revenue and other current liabilities......... 1,762 1,689
-------- --------
Total current liabilities................................ 27,368 29,886
Long-term obligations.................................... 19,842 19,593
Shareholders' equity:
Preferred stock, $.01 par value; 1,000,000 shares
authorized; no shares issued and outstanding........ -- --
Common stock, $.0419 par value; 50,000,000 shares
authorized; 12,161,844 shares issued and outstanding;
12,104,960 shares issued and outstanding ........... 508 505
Deferred compensation.................................. (391) (551)
Additional paid-in capital............................. 108,497 108,354
Accumulated deficit.................................... (53,833) (49,358)
-------- --------
Total shareholders' equity............................... 54,781 58,950
-------- --------
Total liabilities and shareholders' equity............... $101,991 $108,429
======== ========
See accompanying notes.
1
<PAGE>
TRESCOM INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
1998 1997
----------------------------
(In thousands, except
per share data)
Revenues...................................... $ 38,137 $ 36,143
Cost of services.............................. 30,971 27,812
Gross profit.................................. 7,166 8,331
Selling, general and administrative........... 9,262 8,108
Depreciation and amortization................. 1,944 1,501
--------- ---------
Operating loss............................ (4,040) (1,278)
Interest expense (income), net............ 415 (2)
Other expense, net........................ 20 --
--------- ---------
Net loss...................................... $ (4,475) $ (1,276)
========= =========
Basic and diluted net loss per share of
common stock............................... $ (0.37) $ (0.11)
========= =========
Weighted average number of shares of common
stock outstanding.......................... 12,146 11,816
========= =========
See accompanying notes.
2
<PAGE>
TRESCOM INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock
--------------------------------
Additional Total
Paid-in Deferred Accumulated Shareholders'
Shares Amount Capital Compensation Deficit Equity
------------------------------------------------------------------------
(In thousands, except share data)
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997......... 12,104,960 $ 505 $ 108,354 $ (551) $(49,358) $ 58,950
Exercise of stock options............ 56,884 3 143 -- -- 146
Non-cash compensation expense........ -- -- -- 160 -- 160
Net loss............................. -- -- -- -- (4,475) (4,475)
=======================================================================
Balance at March 31, 1998............ 12,161,844 $ 508 $ 108,497 $ (391) $(53,833) $ 54,781
=======================================================================
</TABLE>
See accompanying notes.
3
<PAGE>
TRESCOM INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
1998 1997
------------------------------
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss....................................... $ (4,475) $ (1,276)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization............... 1,944 1,501
Non-cash compensation ...................... 160 162
Changes in operating assets and liabilities,
net of effects of acquisitions:
Accounts and notes receivable............. 4,787 (1,770)
Other current assets...................... (117) (355)
Accounts payable.......................... (330) (1,195)
Accrued network costs..................... (830) 2,263
Other accrued expenses.................... (1,632) (1,142)
Deferred revenue and other current
liabilities.............................. (20) (1,611)
-------- --------
Net cash used in operating activities.......... (513) (3,423)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............ (840) (1,080)
Expenditures for line installations............ (13) (72)
-------- --------
Net cash used in investing activities.......... (853) (1,152)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt............................. -- 2,500
Proceeds from revolving credit agreement, net. 162 --
Repayment of debt.............................. (4) (4)
Proceeds from stock option exercise ........... 146 7
Principal payments on capital lease obligations (317) (176)
-------- --------
Net cash (used in) provided by financing
activities.................................... (13) 2,327
-------- --------
Net change in cash............................. (1,379) (2,248)
Cash at beginning of period.................... 1,481 6,020
-------- --------
Cash at end of period.......................... $ 102 $ 3,772
-------- --------
Interest paid.................................. $ 466 $ 163
-------- --------
Capital lease obligations incurred............. $ 609 $ --
-------- --------
See accompanying notes.
4
<PAGE>
TRESCOM INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
1. GENERAL
ORGANIZATION AND BASIS OF PRESENTATION
TresCom International, Inc. (together with its subsidiaries collectively
referred to as the "Company") is a facilities-based long-distance
telecommunications carrier focused on international long-distance traffic. The
Company offers telecommunications services, including direct dial "1 plus" and
toll-free long distance, calling and debit cards, international toll-free
service, 24-hour bilingual operator services, intra-island local service in
Puerto Rico, private lines, frame relay, international inbound service,
international country to country calling services and international callthrough
from selected markets.
These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial reporting and Securities
and Exchange Commission regulations. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such regulations. In the opinion of management, the information
contained herein reflects all adjustments necessary to make the financial
position, results of operations and cash flows for the interim periods a fair
presentation. All such adjustments are of a normal recurring nature. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates. These financial statements should be
read in conjunction with the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997. The results of operations for the interim periods
shown are not necessarily indicative of results of operations to be expected for
the entire fiscal year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reference should be made to the Notes to Consolidated Financial Statements
in the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997, specifically Note 2, for a summary of the Company's significant
accounting policies.
RECLASSIFICATION
Certain prior year amounts have been reclassified to conform with current
year presentation.
NEW ACCOUNTING PRONOUNCEMENT
In 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share" ("SFAS 128"). SFAS 128 replaced the calculation of
primary and fully diluted earnings per share with basic and diluted earnings per
share. Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts for all periods have been
presented, and where appropriate, restated to conform with SFAS 128.
5
<PAGE>
TRESCOM INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
3. LONG-TERM OBLIGATIONS
A summary of long-term obligations is as follows:
MARCH 31, DECEMBER 31,
1998 1997
---------------------------
Revolving Credit Agreement, interest payable
monthly at rates based upon the lender's
commercial lending rate plus 0.5%
(9.0% at March 31, 1998), maturing in
July 2002.................................... $ 15,808 $ 15,645
Loans payable to the Small Business
Administration, bearing interest at 4%,
due in monthly principal and interest
payments of $3 through February 2015,
collateralized by a security agreement
covering certain assets...................... 396 401
Capital leases bearing interest at rates
ranging from 9% to 11% and payable in
monthly installments totaling $167........... 4,937 4,645
--------- ---------
21,141 20,691
Less amounts due within one year............... 1,299 1,098
--------- ---------
$ 19,842 $ 19,593
========= =========
The Company has a $25,000 revolving credit and security agreement (the
"Revolving Credit Agreement") with a commercial bank secured by the Company's
accounts receivable. As of March 31, 1998, availability under the Revolving
Credit Agreement was approximately $19,400 of which approximately $16,494
(including approximately $686 of letters of credit) had been utilized. As of
March 31, 1998, the Company was in compliance with all covenants contained in
the Revolving Credit Agreement. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."
Assets totaling $609 were acquired via a capital lease during the first
quarter of 1998.
4. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
THREE MONTHS ENDED MARCH 31,
1998 1997
----------------------------
Numerator:
Numerator for basic and diluted
earnings per share - net loss
applicable to common stock............. $ (4,475) $ (1,276)
Denominator:
Denominator for basic and diluted
earnings per share - weighted average
shares................................. 12,146 11,816
========= =========
Basic and diluted net loss per share
of common stock........................ $ (0.37) $ (0.11)
========= =========
6
<PAGE>
TRESCOM INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
5. PROPOSED MERGER
In February 1998, the Company entered into a definitive Agreement and Plan
of Merger, which was subsequently amended by Amendments No. 1 and 2, dated as of
April 8, 1998 and as of April 16, 1998, respectively, with Primus
Telecommunications Group, Incorporated ("Primus") and Taurus Acquisition
Corporation, a wholly-owned subsidiary of Primus ("Taurus"). Pursuant to the
terms of the Agreement and Plan of Merger, as amended, it is contemplated that
Taurus will merge with and into the Company, that the Company will be the
surviving corporation and that Primus will acquire 100% of the issued and
outstanding shares of the Company's common stock. The transaction is expected to
be completed during the second quarter of 1998 and is subject to, among other
things, the approval of both Primus' and the Company's shareholders and certain
regulatory authorities.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
SUMMARY
The Company is a facilities-based long-distance telecommunications carrier
focused on international long-distance traffic. The Company offers a broad array
of competitively priced services, including long distance, calling cards,
prepaid debit cards, domestic and international toll-free calling, frame relay
and bilingual operator services. The Company derives its revenues by providing
international and domestic long-distance services on a wholesale basis to other
telecommunications carriers and resellers and on a retail basis to residential
and commercial customers ranging in size from small businesses to Fortune 500
companies. Service revenues are based on minutes of use and charged at a rate
per minute which varies according to the termination point of the traffic and
time of day. All revenues are billed in United States dollars.
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 1997
REVENUES. Revenues increased 5.5%, or $2.0 million, from $36.1 million in
the first quarter of 1997, to $38.1 million in the first quarter of 1998.
Minutes of use increased 11.5%, or 13.4 million minutes, from 116.8 million in
the first quarter of 1997, to 130.2 million in the first quarter of 1998.
International traffic accounted for approximately 79% of total revenue in the
first quarter of 1997, and approximately 77% of total revenue in the first
quarter of 1998. This, combined with continued international wholesale price
pressures and changes within the mix of international terminations, caused the
overall rate per minute to decline from approximately $0.31 in the first quarter
of 1997, to $0.29 in the first quarter of 1998. Historically, international
traffic has commanded a higher per minute rate than domestic traffic; however,
this gap has been decreasing due to increased international competition and
declining international termination costs.
COSTS OF SERVICES. Costs of services increased 11.5%, or $3.2 million,
from $27.8 million in the first quarter of 1997, to $31.0 million in the first
quarter of 1998. Costs of services increased instep with the increased volume of
traffic carried. On a per minute basis, however, the variable portion of the
cost per minute decreased from approximately $0.23 in the first quarter of 1997,
to approximately $0.21 in the first quarter of 1998. This decline was offset by
the Company's investment in the expansion of its network, represented by higher
fixed per minute costs of services.
GROSS PROFIT. Gross profit decreased 13.3%, or $1.1 million, from $8.3
million in the first quarter of 1997, to $7.2 million in the first quarter of
1998. As a percentage of revenues, gross profit decreased from approximately 23%
in the first quarter of 1997 to approximately 19% in the first quarter of 1998.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative expense increased 14.8%, or $1.2 million, from $8.1 million in
the first quarter of 1997, to $9.3 million in the first quarter of 1998. This
increase was due primarily to increased expenses, such as additional reserves
for bad debt. Bad debt expense was $1.0 million and $1.8 million in the first
quarter of 1997 and 1998, respectively.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased 26.7%, or $0.4 million, from $1.5 million in the first quarter of
1997, to $1.9 million in the first quarter of 1998. This increased expense is
due to the depreciation of assets acquired to support continued expansion of the
Company's network and amortization related to acquired businesses and customer
bases.
INTEREST EXPENSE, NET. Interest expense, net, increased to $0.4 million in
the first quarter of 1998 due to interest associated with the Company's capital
leases and borrowings under the Revolving Credit Agreement.
NET LOSS. Net loss increased 71.1%, or $3.2 million, from $1.3 million in
the first quarter of 1997, to $4.5 million in the first quarter of 1998, due to
the above factors.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements arise from working capital needs,
primarily the cost of services; selling, general and administrative expenses;
debt service; and capital costs associated with the expansion of switching and
network capacity. The Company is a holding company the principal assets of which
are the capital stock of its direct subsidiaries. The Company has no independent
means of generating revenues. As a holding company, the Company's internal
sources of funds to meet its cash needs, including payment of expenses, are
dividends and other permitted payments from its direct and indirect
subsidiaries. Historically, the Company's working capital requirements have been
funded primarily from the sale of equity securities, bank borrowings and loans
from shareholders.
As of May 6, 1998, availability under the Revolving Credit Agreement was
approximately $21.0 million, of which approximately $15.1 million (including
approximately $0.7 million of letters of credit) had been utilized. As of May 6
1998, the Company was in compliance with all covenants contained in the
Revolving Credit Agreement.
During the first quarter of 1998, the Company acquired $0.6 million in
assets via a capital lease, financed by a commercial bank. The Company currently
has capital commitments of approximately $1.2 million. Pending available
financing, the Company has identified approximately $9.0 million of additional
capital expenditures designed to expand the Company's operations. The Company
currently is reviewing various alternative financing arrangements. There can be
no assurance, however, that such alternative financing arrangements will be
available, or if available, on terms acceptable to the Company.
From time to time, the Company evaluates acquisitions of businesses and
customer bases which complement the business of the Company. Depending on the
cash requirements of potential transactions, the Company may finance
transactions with cash flow from operations, with funds from the Revolving
Credit Agreement or may raise additional funds by pursuing various financing
vehicles such as new bank financing or one or more public offerings or private
placements of the Company's securities. The Company, however, has no present
understanding, commitment or agreement with respect to any acquisition and there
can be no assurance that any such acquisition will occur, or that the funds to
finance any such acquisition will be available on reasonable terms or at all.
Based on management's projections, the Company believes that cash from
operations and the available funds under the Revolving Credit Agreement will
provide sufficient funds for its operating needs for the foreseeable future. The
Company is seeking additional financing arrangements to fund the $9.0 million of
additional capital expenditures discussed above. There can be no assurance,
however, that such alternative financing arrangements will be available, or if
available, on terms acceptable to the Company. If additional funds are needed
and sources are not available, the Company's business and results of operations
could be materially adversely affected.
Reference is made to the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, for a
description of certain factors which may affect the Company's future results.
PROPOSED MERGER
In February 1998, the Company entered into a definitive Agreement and Plan
of Merger, which was subsequently amended by Amendments No. 1 and 2, dated as of
April 8, 1998 and April 16, 1998, respectively, with Primus and Taurus. Pursuant
to the terms of the Agreement and Plan of Merger, as amended, it is contemplated
that Taurus will merge with and into the Company, that the Company will be the
surviving corporation and that Primus will acquire 100% of the issued and
outstanding shares of the Company's common stock. The transaction is expected to
be completed during the second quarter of 1998 and is subject to, among other
things, the approval of both Primus' and the Company's shareholders and certain
regulatory authorities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
This requirement currently is not applicable to the Company.
9
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
------------------
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
------------------------------------------
None.
ITEM 3. DEFAULT UPON SENIOR SECURITIES.
-------------------------------
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
----------------------------------------------------
None.
ITEM 5. OTHER INFORMATION.
------------------
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
---------------------------------
(a) EXHIBITS
*2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as of
April 8, 1998, by and among the Company, Primus
Telecommunications Group, Incorporated and Taurus Acquisition
Corporation (filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K, dated April 10, 1998).
*2.2 Amendment No. 2 to Agreement and Plan of Merger, dated as of
April 16, 1998, by and among the Company, Primus
Telecommunications Group, Incorporated and Taurus Acquisition
Corporation (filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K, dated April 24, 1998).
*10.1 Amendment No. 1 to the Stockholder Agreement, dated as of
April 16, 1998, by and among Primus Telecommunications Group,
Incorporated, Taurus Acquisition Corporation, K. Paul Singh,
Warburg, Pincus Investors, L.P. and the Company (filed as
Exhibit 10.1 to the Company's Current Report on Form 8-K,
dated April 24, 1998).
27.1 Financial Data Schedule for the quarterly period ended March 31,
1998.
27.2 Restated Financial Data Schedule for the quarterly period ended
March 31, 1997.
- ---------------------
* Incorporated herein by reference.
10
<PAGE>
(b) REPORTS ON FORM 8-K
On February 9, 1998, the Company filed a report on Form 8-K,
under Item 5, disclosing that the Company, Primus Telecommunications
Group, Incorporated ("Primus") and Taurus Acquisition Corporation
("Taurus") had entered into a definitive Agreement and Plan of Merger
providing for the merger of the Company and Taurus and the acquisition
by Primus of 100% of the issued and outstanding shares of the Company's
common stock.
11
<PAGE>
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, in the City of Ft. Lauderdale, State of
Florida, on the 14th of May, 1998.
TRESCOM INTERNATIONAL, INC.
(Registrant)
By: /S/ WESLEY T. O'BRIEN
-----------------------------------------
Wesley T. O'Brien
President and Chief Executive Officer
By: /S/ MICHAEL BRACHFELD
-----------------------------------------
Michael Brachfeld
Principal Financial and Accounting
Officer
12
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as of April
8, 1998, by and among the Company, Primus Telecommunications Group,
Incorporated and Taurus Acquisition Corporation (filed as Exhibit
2.1 to the Company's Current Report on Form 8-K, dated April 10,
1998).
*2.2 Amendment No. 2 to Agreement and Plan of Merger, dated as of April
16, 1998, by and among the Company, Primus Telecommunications
Group, Incorporated and Taurus Acquisition Corporation (filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K, dated
April 24, 1998).
*10.1 Amendment No. 1 to the Stockholder Agreement, dated as of April
16, 1998, by and among Primus Telecommunications Group,
Incorporated, Taurus Acquisition Corporation, K. Paul Singh,
Warburg, Pincus Investors, L.P. and the Company (filed as
Exhibit 10.1 to the Company's Current Report on Form 8-K, dated
April 24, 1998).
27.1 Financial Data Schedule for the quarterly period ended March
31, 1998.
27.2 Restated Financial Data Schedule for the quarterly period ended
March 31, 1997.
- ---------------------
* Incorporated herein by reference.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET OF TRESCOM INTERNATIONAL, INC. AT MARCH 31,
1998, AND THE CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE
MONTHS ENDED MARCH 31, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 102
<SECURITIES> 0
<RECEIVABLES> 34,874
<ALLOWANCES> 7,918
<INVENTORY> 0
<CURRENT-ASSETS> 29,550
<PP&E> 40,789
<DEPRECIATION> 10,894
<TOTAL-ASSETS> 101,991
<CURRENT-LIABILITIES> 27,368
<BONDS> 0
0
0
<COMMON> 508
<OTHER-SE> 54,273
<TOTAL-LIABILITY-AND-EQUITY> 101,991
<SALES> 38,137
<TOTAL-REVENUES> 38,137
<CGS> 30,971
<TOTAL-COSTS> 9,262
<OTHER-EXPENSES> 1,944
<LOSS-PROVISION> (4,040)
<INTEREST-EXPENSE> 415
<INCOME-PRETAX> (4,455)
<INCOME-TAX> 20
<INCOME-CONTINUING> (4,475)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,475)
<EPS-PRIMARY> (0.37)
<EPS-DILUTED> (0.37)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
RESTATED FINANCIAL DATA SCHEDULE FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 3,772
<SECURITIES> 0
<RECEIVABLES> 38,286
<ALLOWANCES> 7,453
<INVENTORY> 0
<CURRENT-ASSETS> 38,401
<PP&E> 31,371
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0
0
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</TABLE>
