<PAGE>
================================================================================
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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934.
COMMISSION FILE NO. 0-21-265
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 54-1708481
- ------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2070 CHAIN BRIDGE ROAD, SUITE 425, VIENNA, VA 22182
- ---------------------------------------------- ------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(703) 902-2800
----------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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. YES X NO
----- -----
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
OUTSTANDING AS OF
CLASS APRIL 30, 1997
----- -----------------
COMMON STOCK , $.01 PAR VALUE 17,778,731
================================================================================
<PAGE>
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
INDEX TO FORM 10-Q
No. Page
- --- ----
Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Consolidated Statement of Operations................. 1
Consolidated Balance Sheet........................... 2
Consolidated Statement of Cash Flows................. 3
Notes to Consolidated Financial Statements........... 4
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS................ 6
Part II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.................................... 9
Item 2. CHANGES IN SECURITIES................................ 9
Item 3. DEFAULTS UPON SENIOR SECURITIES...................... 9
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.. 9
Item 5. OTHER INFORMATION.................................... 9
Item 6. EXHIBITS AND REPORTS ON FORM 8-K..................... 9
SIGNATURE............................................................. 10
EXHIBIT INDEX......................................................... 11
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1997 1996
-------- --------
<S> <C> <C>
NET REVENUE $59,036 $17,137
COST OF REVENUE 55,034 15,528
-------- --------
GROSS MARGIN 4,002 1,609
OPERATING EXPENSES
Selling, general and administrative 8,829 1,874
Depreciation and amortization 797 226
-------- --------
Total operating expenses 9,626 2,100
LOSS FROM OPERATIONS (5,624) (491)
INTEREST EXPENSE (151) (97)
INTEREST INCOME 785 47
OTHER INCOME (EXPENSE) 119 (213)
-------- --------
LOSS BEFORE INCOME TAXES (4,871) (754)
INCOME TAXES 36 367
-------- --------
NET LOSS ($4,907) ($1,121)
======== ========
NET LOSS PER COMMON AND
COMMON SHARE EQUIVALENTS ($0.28) ($0.09)
======== ========
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON SHARE
EQUIVALENTS OUTSTANDING 17,779 12,048
======== ========
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
CONSOLIDATED BALANCE SHEET
(in thousands, except share amounts)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
(UNAUDITED)
----------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 43,612 $ 35,474
Short term investments 5,359 25,125
Accounts receivable (net of allowance of $ 3,227
at March 31, 1997 and $2,585 at December
31, 1996 ) 41,626 35,217
Prepaid expenses and other current assets 1,560 910
-------- --------
Total current assets 92,157 96,726
PROPERTY AND EQUIPMENT - Net 25,262 16,596
INTANGIBLES - Net 20,546 21,246
DEFERRED INCOME TAXES 4,951 4,951
OTHER ASSETS 1,223 1,041
-------- --------
TOTAL ASSETS $144,139 $140,560
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 44,190 $ 32,675
Accrued expenses and other current liabilities 10,061 8,778
Deferred income taxes 5,359 5,419
Current portion of long-term obligations 11,200 10,572
-------- --------
Total current liabilities 70,810 57,444
LONG TERM OBLIGATIONS 1,935 6,676
-------- --------
Total liabilities 72,745 64,120
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value - authorized 40,000,000
shares; issued and outstanding, 17,778,731 shares 178 178
Additional paid-in capital 88,106 88,106
Accumulated deficit (16,674) (11,766)
Cumulative translation adjustment (216) (78)
--------- --------
Total stockholders' equity 71,394 76,440
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $144,139 $140,560
======== ========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ($4,907) ($1,121)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 797 226
Sales allowance 716 302
Foreign currency transaction (gain) loss (119) 213
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (7,522) (5,963)
(Increase) decrease in prepaid expenses and
other current assets (661) 250
(Increase) decrease in other assets (247) (3,602)
(Increase) decrease in accounts payable 11,876 3,219
(Increase) decrease in accrued expense and
other liabilities 1,886 5,354
----------- -----------
Net cash provided by (used in) operating
activities 1,819 (1,122)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (8,774) (216)
Sale of investments 19,766
Cash used in business acquisition, net of cash acquired - (1,667)
----------- -----------
Net cash provided by (used in) investing activities 10,992 (1,883)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital lease (55) (25)
Sale of common stock, net of transaction costs - 7,058
Payment of notes payable and other obligations (4,356) -
Proceeds from notes payable - 2,000
----------- -----------
Net cash provided by (used in) financing
activities (4,411) 9,033
----------- -----------
EFFECTS OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS (262) 129
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 8,138 6,157
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 35,474 2,296
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $43,612 $8,453
=========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial reporting and Securities Exchange Commission ("SEC")
regulations. Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations. In the opinion of management, the financial
statements reflect all adjustments (of normal and recurring nature) which
are necessary to present fairly the financial position, results of
operations and cash flows for the interim periods. The results for the
three months ended March 31, 1997 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1997.
The financial statements should be read in conjunction with the Company's
audited consolidated financial statements included in the Company's most
recently filed Form 10-K.
(2) Pro Forma Results
-----------------
On March 1, 1996, the Company completed the acquisition of the outstanding
capital stock of Axicorp Pty., Ltd. ("Axicorp"). For accounting purposes,
the Company has treated the acquisition as a purchase. Accordingly, the
results of Axicorp's operations are included in the consolidated results of
operations of the Company beginning March 1, 1996.
The following unaudited pro forma operating results give effect to the
March 1, 1996 acquisition of Axicorp as if it had occurred on January 1,
1996. (in thousands, except per share amounts):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1996
------------------
<S> <C>
Net Revenue $ 43,505
Cost of Revenue $ 39,284
Gross Margin $ 4,221
Net Loss ($1,189)
Loss Per Share ($0.10)
</TABLE>
4
<PAGE>
(3) Long Term Obligations
---------------------
Long-term obligations consist of the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
---------- -------------
<S> <C> <C>
(UNAUDITED)
Obligations under capital leases $ 3,485 $ 3,614
Notes payable 2,000 2,000
Notes payable relating to Axicorp
acquisition 6,340 8,455
Settlement obligation 1,310 3,179
-------- --------
Subtotal 13,135 17,248
Less: Current portion of long - term obligations (11,200) (10,572)
-------- --------
$ 1,935 $ 6,676
======== ========
</TABLE>
In connection with an investment agreement, in February 1996, the Company
issued a $2,000,000 note payable to Teleglobe, Inc., due February 9, 1998
which bears interest at 6.9% per annum payable quarterly. The debt is
secured by all the assets of the Company.
In connection with the acquisition of Axicorp on March 1, 1996, the Company
issued notes to the sellers for a total of $8.5 million which have been
recorded on a discounted basis at a rate of 10.18%. In February 1997, the
Company made a scheduled payment of $2.1 million in principal plus accrued
interest related to these notes.
In addition, the Company made a scheduled payment of $1,583,000 in January
1997 of an pre-acquisition contingency. The remaining balance is due in 10
equal monthly payments through January 1998.
(4) Subsequent Event
----------------
On April 8, 1997, the Company acquired selected assets, including the
customer base and accounts receivable, of Cam-Net Communications Network,
Inc. and its subsidiaries, a provider of domestic and international long
distance services in Canada for approximately $5,000,000 in cash. The
Company intends to account for this transaction as a purchase business
combination.
(5) New Accounting Pronouncements
-----------------------------
Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings Per
Share," was recently issued by the Financial Accounting Standards Board.
SFAS No. 128 is effective for periods ending after December 15, 1997 and
early adoption is not permitted.
SFAS No. 128 requires the company to compute and present basic and diluted
earnings per share. Had the company computed earnings per share in
accordance with SFAS No. 128 the results would have been as follows:
<TABLE>
<CAPTION>
March 31, 1997 March 31, 1996
--------------- ---------------
<S> <C> <C>
Basic earnings per share.... ($0.28) ($0.09)
Diluted earnings per share.. ($0.28) ($0.09)
</TABLE>
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
Primus is a multinational telecommunications company that focuses on the
provision of international and domestic long distance services. The
Company has targeted North America, Asia-Pacific and Europe as its Primary
Service Regions. The Company currently provides services in the United
States, Canada, Australia and the United Kingdom. The Company was founded
in February 1994 and through the first half of 1995 was a development stage
enterprise involved in various start-up activities including raising
capital, obtaining licenses, acquiring equipment, leasing space, developing
markets and recruiting and training personnel. The Company began
generating revenue during March 1995. The Australian operations are the
result of the Company's March 1, 1996 acquisition of Axicorp.
The Company has generated net revenue from internal growth through sales
and marketing efforts focused on small- and medium-sized businesses and
residential consumers with significant international long distance traffic
and other telecommunications carriers and resellers with international
traffic.
Net revenue is earned based on the number of minutes billed by the Company
and is recorded upon completion of a call. The Company generally prices
its services at a savings compared to the major carriers operating in the
Company's Primary Service Regions. The Company's net revenue in the United
States is derived from carrying a mix of business, consumer and wholesale
carrier long distance traffic. In Australia, net revenue is currently
derived from the provision of long distance services and from the provision
of local and cellular services, primarily to small- and medium- sized
businesses. During the first quarter, a new marketing campaign was launched
in Australia to attract residential customers who make international calls.
In the United Kingdom, net revenue is derived from the provision of long
distance services, primarily to residential consumers.
Cost of revenue is comprised of costs incurred from other domestic and
foreign telecommunications carriers to access, transport and terminate
calls. The majority of the Company's cost of revenue is variable, based
upon the number of minutes of use, with transmission and termination costs
being the Company's most significant expense. As the Company increases the
portion of traffic transmitted over its own facilities, cost of revenue
increasingly will reflect lease, ownership and maintenance costs of the
network.
Although the Company's functional currency is the U.S. dollar, a
significant portion of the Company's net revenue is derived from its sales
and operations outside the United States. In the future, the Company
expects to continue to derive a significant portion of its net revenue and
incur a significant portion of its operating costs outside the United
States and changes in exchange rates may have a significant effect on the
Company's results of operations. The Company historically has not engaged
in hedging transactions.
OTHER OPERATING DATA
The following information for the three months ended March 31, 1997 is
provided for informational purposes and should be read in conjunction with
the unaudited Consolidated Financial Statements and Notes provided herein
and the Consolidated Financial Statements presented with the Company's most
recently filed Form 10-K. Net revenue is comprised of domestic and
international long distance for all geographical regions. Additionally,
Australian net revenue includes local, cellular, access and other services.
6
<PAGE>
(IN THOUSANDS)
<TABLE>
<CAPTION>
Net Minutes of Long Distance Use
-------------------------------
Revenue International Domestic Total
--------- ------------- -------- ------
<S> <C> <C> <C> <C>
United States $ 8,271 17,629 6,346 23,975
United Kingdom 3,879 4,253 4,533 8,786
Australia 46,886 2,384 59,481 61,865
--------- ------------- -------- ------
Total $59,036 24,266 70,360 94,626
========= ============= ======== ======
</TABLE>
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED
TO THE THREE MONTHS ENDED MARCH 31, 1996
Net revenue increased $41.9 million, from $17.1 million for the three
months ended March 31, 1996 to $59.0 million for the three months ended
March 31, 1997. Of the increase, $31.7 million was associated with the
Company's Australian operations, which were acquired as of March 1, 1996,
and reflects increased revenue from business customers as well as new
consumer revenue. The Company's operations reflect the impact of
seasonality in the first quarter as the result of reduced activity in the
summer months in Australia. The remaining $10.2 million is comprised of
increases of $3.8 million in the United Kingdom reflecting additional
consumer customers and traffic volumes, and $6.4 million in the United
States resulting primarily from additional wholesale, as well as additional
consumer and business customers and traffic volumes.
Cost of revenue increased $39.5 million, from $15.5 million, 91% of net
revenue, for the three months ended March 31, 1996 to $55.0 million, 93% of
net revenue, for the three months ended March 31, 1997. The increase in the
cost of revenue is primarily attributable to the increased traffic volumes
and associated net revenue. The increase in the percentage of cost of
revenue is attributable to a full three months of Australian operations in
the first quarter of 1997 versus one month's activity in the first quarter
of 1996. Also, the first quarter of 1996 in Australia included non-
recurring higher margin dealership revenues. Additionally, the percentage
was adversely affected by a one-time, non-payment of a single customer
accounts receivable in the United States amounting to $700,000 in the first
quarter of 1997. Without this occurrence, cost of revenue would have been
92%. Most of the Company's cost of revenue are variable. However, as the
Company continues to expand its worldwide network through installation of
switches, cable ownership and fixed circuit leases, the costs as a
percentage of net revenue should decrease.
Selling, general and administrative expenses increased from $1.9 million to
$8.8 million for the three months ended March 31, 1996 to March 31, 1997.
Approximately $3.7 million of the increase was attributable to a full
quarter of activity associated with the Company's Australian operations in
the 1997 results versus only one month in the 1996 results, and the
remaining $3.2 million related to increased staffing levels, increased
sales and marketing activity and network operations costs. The non-
Australian selling, general and administrative costs as a percentage of
non-Australian net revenue for the three months ended March 31, 1997 was
35% compared to 17% for the three months ended March 31, 1996. The
increase is reflective of the growth in the direct sales, marketing and
network operations staff necessary to ensure and support expected future
net revenue. The Australian selling, general and administrative expense as
a percentage of net revenue was 10% for the three months ended March 31,
1997 compared to 6% for the three months ended March 31, 1996. The
increase reflects additional staffing for direct sales, marketing and
network operations as well as advertising and promotion costs for a new
consumer marketing campaign launched in Australia in February 1997. At the
end of March 1997, total full time headcount increased to 369, an increase
of 54 employees versus the end of December 1996, over half of which were
additional sales and marketing employees.
Depreciation and amortization increased from $0.2 million for the three
months ended March 31, 1996 to $0.8 million for the three months ended
March 31, 1997. The majority of the increase is a result of the
acquisition of the Australian operations and is comprised of two additional
months of operational asset depreciation and amortization of goodwill and
customer lists which totaled $0.4 million. The remaining depreciation is
related primarily to increased depreciation expense for the Company as a
result of additional capital expenditures for switching and network
equipment in the United States, United Kingdom and Australia.
7
<PAGE>
Interest income for the three months ended March 31, 1997 is the result of
the investment of the net proceeds from the initial public offering in
highly liquid U.S. Federal Government backed obligations.
Other income (expense) for the three months ended March 31, 1997 related to
foreign currency transaction gains on the Australian dollar-denominated
debt incurred by the Company payable to the sellers for its acquisition of
Axicorp as a result of a decline in the exchange rate of the Australian
dollar against the U.S. dollar during the period.
Income taxes were fully attributable to the operations in the United
Kingdom.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements arise from cash used in operating
activities, purchases of network equipment including switches, related
equipment, and international fiber cable capacity, and interest and
principal payments on outstanding indebtedness, including capital leases.
The Company has financed its growth through private placements, the initial
public offering of its common stock and capital lease financing.
Net cash provided by operating activities was $1.8 million for the three
months ended March 31, 1997 versus cash used in operating activities of
$1.1 million for the three months ended March 31, 1996. The increase in
operating cash was the result of an increase in accounts payable, primarily
related to deferral of payments for the Company's recently acquired
switches pending finalization of financing arrangements.
Net cash provided by investing activities was $11.0 million for the three
months ended March 31, 1997 compared to net cash used in investing
activities of $1.9 million for the three months ended March 31, 1996. Net
cash provided during the first quarter of 1997 was the net result of the
sale of investments of $19.8 million and capital expenditures of $8.8
million primarily used to expand the company's network.
Net cash used in financing activities was $4.4 million for the three months
ended March 31, 1997 as compared to net cash provided by financing
activities of $9.0 million during the first quarter of 1996. Cash used in
financing activities in the first quarter of 1997 resulted from payments on
the Axicorp acquisition notes and payments related to the settlement
obligation.
The Company believes that its current cash and cash equivalents and short
term investments combined with expected future capital lease financing,
will be sufficient to fund the Company's net cash used in operating
activities, capital expenditures and other cash needs through the first
quarter of 1998.
The Company expects to seek additional long term financing, which if sought
and obtained, would extend the period of time before which the company
reasonably believes it would require additional financing. No assurance
can be given that such long term financing will be sought, or, if sought,
will be obtained on commercially reasonable terms or at all.
From time to time the Company evaluates acquisitions of businesses which
complement the business of the Company. Depending on the cash requirements
of potential transactions, the Company may finance such transactions with
bank borrowings, or the Company may raise additional funds through other
financing vehicles. The Company, however, presently has no understanding,
commitment or agreement with respect to any acquisition. There can be no
assurance that if the Company were to pursue such an opportunity, any such
acquisition would occur or that the funds to finance any such acquisition
would be available on reasonable terms, if at all.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Statements in this Form 10-Q which are based on current expectations and
are not strictly historical statements may differ materially from actual
results. Not strictly historical statements include, without limitation,
those regarding management's plans, objectives and strategy for future
operations, product plans and performance, management's assessment of
market factors, and future financial performance. Among factors that could
cause actual results to differ materially are changes in business
conditions, changes in the telecommunications industry and the general
economy; competition; changes in service offering; and risks associated
with Primus's limited operating history, entry into developing markets,
managing rapid growth, risks associated with international operations,
dependence on effective information systems, and development of the
network. These factors are discussed more fully in the company's Form 10-K
filed with the Securities and Exchange Commission.
8
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits (see index on page 11)
(b) Reports on Form 8-K
Not applicable.
9
<PAGE>
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 thereunto duly authorized.
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
Date May 10, 1997 By: /s/ Neil L. Hazard
------------ --------------------------------------------------------
Neil L. Hazard
(Executive Vice President and Chief Financial Officer)
10
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
------ ----------- ----
11.1 Statement re computation of per share earnings 12
27 Financial Data Schedule 13
11
<PAGE>
EXHIBIT 11.1
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
COMPUTATIONS OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
1997 1996
------------ -----------
<S> <C> <C>
Weighted average common shares
outstanding:
Average shares outstanding during period 17,778,731 8,469,822
Cheap stock (1) - 1,920,550
Cheap options (1) - 1,657,371
----------- -----------
Total primary weighted average
common shares 17,778,731 12,047,743
=========== ===========
Non Cheap Options 86,216
----------- -----------
Total fully diluted weighted
average common shares 17,778,731 12,133,959
=========== ===========
Net loss applicable to common shares
Net loss ($4,907,000) ($1,121,000)
=========== ===========
Loss per common share and
common share equivalent - Primary ($0.28) ($0.09)
=========== ===========
Loss per common share and
common share equivalent -
Fully Diluted ($0.28) ($0.09)
=========== ===========
</TABLE>
(1) Pursuant to Staff Accounting Bulletin Number 83, for proper calculation of
the quarter ended March 31, 1996 weighted average common shares outstanding,
stock options granted and stock issued within one year prior to PRIMUS's
initial public offering have been treated as outstanding for all of 1996
using the treasury stock method. In the first quarter of 1997, the weighted
average common shares outstanding has been calculated under Accounting
Principles Board (APB) Statement No. 15, which excludes 1,699,000 shares of
anti-dilutive common stock equivalents which had been included in the 1996
calculation.
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE BALANCE SHEET OF
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED AT MARCH 31, 1997 AND THE INCOME
STATEMENT FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 43,612
<SECURITIES> 5,359
<RECEIVABLES> 44,853
<ALLOWANCES> 3,227
<INVENTORY> 0
<CURRENT-ASSETS> 92,157
<PP&E> 26,965
<DEPRECIATION> 1,703
<TOTAL-ASSETS> 144,139
<CURRENT-LIABILITIES> 70,810
<BONDS> 0
0
0
<COMMON> 178
<OTHER-SE> 71,216
<TOTAL-LIABILITY-AND-EQUITY> 144,139
<SALES> 0
<TOTAL-REVENUES> 59,036
<CGS> 0
<TOTAL-COSTS> 55,034
<OTHER-EXPENSES> 8,873
<LOSS-PROVISION> 716
<INTEREST-EXPENSE> 151
<INCOME-PRETAX> (4,871)
<INCOME-TAX> 36
<INCOME-CONTINUING> (4,907)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,907)
<EPS-PRIMARY> (0.28)
<EPS-DILUTED> (0.28)
</TABLE>
