<PAGE>
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________
Date of Report (Date of earliest event reported): January 22, 1999
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-29092 54-1708481
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1700 OLD MEADOW ROAD, SUITE 300, MCLEAN, VIRGINIA 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 902-2800
________________________________________________________________________________
<PAGE>
ITEMS 1-4. NOT APPLICABLE.
ITEM 5.
PRIMUS Telecommunications Group, Incorporated ("Primus" or the "Company") has
completed an offering of $200 million of senior notes to institutional buyers.
The previously announced offering of $175 million of senior notes was increased
to accommodate institutional demand for the securities. The notes bear interest
at 11-1/4% per year and mature in January 2009. The proceeds from the offering
will fund the Company's installation of 11 additional switches in Europe, one in
the United States and another in Japan, as well as the acquisition of additional
capacity on both existing and future international and domestic fiber optic
cable systems. The pro forma financial statements filed herewith supersede and
replace those previously filed on Form 8-K by Primus on January 7, 1999.
ITEM 6. NOT APPLICABLE.
ITEM 7.
(b) PRO FORMA FINANCIAL STATEMENTS.
---------
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
UNAUDITED PRO FORMA FINANCIAL DATA
The following unaudited pro forma consolidated financial statements are based
on the historical presentation of the consolidated financial statements of the
Company, TresCom International, Inc. ("TresCom"), USFI, Inc. and TelePassport
L.L.C. The Unaudited Pro Forma Consolidated Statement of Operations for the nine
months ended September 30, 1998 gives effect to the merger between a wholly-
owned subsidiary of Primus and TresCom consummated on June 9, 1998 (the "TresCom
Merger"), the offering of its 9-7/8% Senior Notes due 2008 (the "1998 Senior
Notes") and the offering ("Offering") of its 11-1/4% Senior Notes due 2009 (the
"Notes") as if they had occurred on January 1, 1998. The Unaudited Pro Forma
Consolidated Statement of Operations for the year ended December 31, 1997 gives
effect to the October 1997 acquisition by Primus of TelePassport L.L.C. and
USFI, Inc. (the "TelePassport/USFI Acquisition"), the TresCom Merger, the
offering of 11-3/4% Senior Notes due 2004 (the "1997 Senior Notes"), the
offering of the 1998 Senior Notes and the Offering as if they had occurred on
January 1, 1997. The unaudited pro forma consolidated financial statements do
not give effect to the repayment of the outstanding balance under TresCom's
senior secured revolving credit facility in January 1999 (The "TresCom
Facility"). The unaudited pro forma consolidated financial statements should be
read in conjunction with the historical financial statements, including notes
thereto, of Primus, TresCom, USFI, Inc. and Telepassport LLC, which have
previously been filed with the Securities and Exchange Commission.
The unaudited pro forma consolidated financial statements may not be
indicative of the results that actually would have occurred if the transactions
had been in effect on the dates indicated or which may be obtained in the
future.
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA
TRESCOM OFFERING AS
PRIMUS(1) TRESCOM(2) ADJUSTMENTS ADJUSTMENTS ADJUSTED
--------------------------------------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Net revenue............. $295,573 $71,342 $(1,817)(3) $ -- $359,141
(5,957)(4)
Cost of revenue......... 249,406 60,632 (5,957)(4) 304,081
-------- ------- ------- ----------- ---------
Gross margin............ 46,167 10,710 (1,817) -- 55,060
Operating expenses
Selling, general, and
administrative........ 57,389 16,050 (1,817)(3) 71,622
Depreciation and
amortization.......... 15,322 3,215 (1,046)(5) 19,949
2,458 (6)
-------- ------- ------- ----------- ---------
Total operating
expenses.............. 72,711 19,265 (405) -- 91,571
-------- ------- ------- ----------- ---------
Loss from operations.... (26,544) (8,555) (1,412) -- (36,511)
Interest expense........ (28,235) (754) (23,118)(8) (52,107)
Interest income......... 8,634 -- 8,634
Other income (expense).. -- 288 288
-------- ------- ------- ----------- ---------
Loss before income
taxes.................. (46,145) (9,021) (1,412) (23,118) (79,696)
Income taxes............ -- -- -- (7) -- --
-------- ------- ------- ----------- ---------
Net loss................ $(46,145) $(9,021) $(1,412) $(23,118) $(79,696)
======== ======= ======= =========== =========
</TABLE>
- --------
(1) Represents the historical results of operations of the Company for the nine
months ended September 30, 1998.
(2) Represents the historical results of operations of TresCom from January 1,
1998 through June 9, 1998 (acquisition date).
TresCom Adjustments:
(3) To reflect the reclassification of TresCom's bad debt expenses from
selling, general and administrative expenses to a reduction of net revenue
to conform to Primus's accounting policies.
(4) To eliminate the effects of intercompany transactions between Primus and
TresCom.
(5) To reverse amortization expense associated with TresCom's previously
acquired customer list and the excess of purchase price over the fair value
of net assets acquired.
(6) To record amortization expense associated with TresCom's previously
acquired customer list and the excess of purchase price over the fair value
of net assets acquired.
(7) The pro forma adjustment to the income tax provision is zero because a
valuation reserve was applied in full to the tax benefit associated with
the pro forma loss before income taxes.
Offering Adjustments:
(8) To reflect pro forma interest expense and amortization of deferred
financing costs related to the 1998 Senior Notes and the Notes.
<PAGE>
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA AS ADJUSTED USFI/
TELEPASSPORT AND TRESCOM
------------------------------------
USFI/ PRO FORMA
PRIMUS USFI, TELEPASSPORT TELEPASSPORT TRESCOM OFFERING AS
(1) INC.(2) LLC (2) TRESCOM (3) ADJUSTMENTS ADJUSTMENTS COMBINED ADJUSTMENTS ADJUSTED
-------- -------- ------------ ----------- ------------ ----------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenue.......... $280,197 $27,040 $ 3,108 $157,641 $(9,673)(4) $(4,159)(7) $448,929 $ -- $ 448,929
(5,225)(8)
Cost of revenue...... 252,731 20,907 2,704 124,365 (8,029)(4) (5,225)(8) 387,453 387,453
-------- ------- ------- -------- ------- ------- ------- -------- ---------
Gross margin......... 27,466 6,133 404 33,276 (1,644) (4,159) 61,476 -- 61,476
Operating expenses:
Selling,
general, and
administrative..... 50,622 11,182 1,389 36,386 (4,159)(7) 95,420 95,420
Depreciation and
amortization....... 6,733 674 74 6,599 409 (5) (2,167)(9) 22,155 22,155
9,833 (10)
-------- ------- ------- -------- ------- ------- -------- -------- ---------
Total operating
expenses........... 57,355 11,856 1,463 42,985 409 3,507 117,575 -- 117,575
-------- ------- ------- -------- ------- ------- -------- -------- ---------
Loss from
operations.......... (29,889) (5,723) (1,059) (9,709) (2,053) (7,666) (56,099) -- (56,099)
Interest
expense............. (12,914) (18) (1,146) (14,078) (54,988)(12) (69,066)
Interest income...... 6,238 6,238 6,238
Other income
(expense)........... 407 25 162 594 594
-------- ------- ------- -------- ------- ------- -------- -------- ---------
Loss before
income taxes........ (36,158) (5,698) (915) (10,855) (2,053) (7,666) (63,345) (54,988) (118,333)
Income taxes......... (81) -- -- -- -- (6) -- (11) (81) (81)
-------- ------- ------- -------- ------- ------- -------- -------- ---------
Net loss............. $(36,239) $(5,698) $ (915) $(10,855) $(2,053) $(7,666) $(63,426) $(54,988) $(118,414)
======== ======= ======= ======== ======= ======= ======== ======== =========
</TABLE>
- ---------
(1) Represents the historical results of operations of the Company for the
year ended December 31, 1997.
(2) Represents the historical results of operations of USFI, Inc. and
TelePassport LLC for the period from January 1, 1997 through October 20,
1997 (acquisition date).
(3) Represents the historical results of operations of TresCom for the year
ended December 31, 1997.
USFI/TelePassport adjustments:
(4) To eliminate selected net revenue and cost of revenue for a portion of
the customer base which was not purchased.
(5) To record amortization expense associated with the acquired customer list
and the excess of purchase price over the fair value of net assets
acquired.
(6) The pro forma adjustment to the income tax provision is zero as a
valuation reserve was applied in full to the tax benefit associated with
the pro forma net loss before income taxes.
TresCom adjustments:
(7) To reflect the reclassification of Trescom's bad debt expenses from
selling, general and administrative expenses to a reduction of net
revenue to conform to Primus's accounting policies.
(8) To eliminate the effects of intercompany transactions between Primus and
TresCom.
(9) To reverse amortization expense associated with TresCom's previously
acquired customer list and the excess of purchase price over the fair
value of net assets acquired.
(10) To record amortization expense associated with TresCom's previously
acquired customer list and the excess of purchase price over the fair
value of net assets acquired.
(11) The pro forma adjustment to the income tax provision is zero as a
valuation reserve was applied in full to the tax benefit associated with
the pro forma net loss before income taxes.
Offering adjustments:
(12) To reflect pro forma interest expense and amortization of deferred
financing costs related to the 1997 Senior Notes, the 1998 Senior
Notes and the Notes.
<PAGE>
CAPITALIZATION
The following table sets forth as of September 30, 1998: (i) the actual
capitalization of the Company; and (ii) the actual capitalization of the Company
adjusted to give effect to (A) the Offering of the Notes, less discounts,
commissions, and estimated expenses of the Offering payable by the Company, and
the application of the estimated net proceeds therefrom, and (B) the repayment
of the outstanding balance under the TresCom Facility in January 1999. This
table should be read in conjunction with the Company's Unaudited Pro Forma
Financial Data and the notes thereto.
As of September 30, 1998
----------------------------
Actual As Adjusted
---------- ------------
(Dollars in thousands,
except share data)
Cash and cash equivalents.... $179,070 $348,516
Restricted investments
(including current and
long-term).................. 49,905 49,905
-------- --------
Total cash, cash
equivalents and
restricted investments.... $228,975 $398,421
======== ========
Debt and capital lease
obligations:
TresCom Facility........... $ 23,554 $ --
11-3/4% Senior Notes due
2004...................... 222,888 222,888
9-7/8% Senior Notes due
2008...................... 150,000 150,000
11-1/4% Senior Notes due
2009...................... -- 200,000
Notes payable.............. 558 558
Capital lease
obligations............... 14,003 14,003
-------- --------
Total debt and capital
lease obligations....... 411,003 587,449
Stockholders' equity:
Common Stock, $.01 par
value--80,000,000 shares
authorized; 28,041,692
shares actual and as
adjusted, issued and
outstanding............... 280 280
Additional paid-in
capital................... 234,405 234,405
Accumulated deficit........ (94,150) (94,150)
Cumulative translation
adjustment................ (4,226) (4,226)
-------- --------
Total stockholders'
equity.................. 136,309 136,309
-------- --------
Total capitalization..... $547,312 $723,758
======== ========
<PAGE>
(c) EXHIBITS.
--------
None
ITEM 8. NOT APPLICABLE.
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.
PRIMUS TELECOMMUNICATIONS
GROUP, INCORPORATED
By: /s/ NEIL L. HAZARD
--------------------------------
Neil L. Hazard
Executive Vice President
and Chief Financial Officer
Date: February 3, 1999
