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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________
Date of Report (Date of earliest event reported): August 3, 1999
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-29092 54-1708481
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
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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
________________________________________________________________________________
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ITEMS 1-4. NOT APPLICABLE.
ITEM 5.
On August 3, 1999, Primus Telecommunications Group, Incorporated announced
its financial results for the second quarter ended June 30, 1999. Our net
revenue was $185.6 million, our gross margin (after bad debt expense) as a
percentage of net revenue was 23.0% and our EBITDA was $1.2 million for the
quarter ended June 30, 1999, compared to $99.5 million, 15.4% and negative $3.6
million, respectively, for the quarter ended June 30, 1998. Net revenue
increased 117% in North America, 179% in Europe and 28% in Asia-Pacific over our
net revenue in each region for the quarter ended June 30, 1998. Our selling,
general and administrative expenses as a percentage of net revenue for the
quarter ended June 30, 1999 were 22.4% as compared to 19.1% for the quarter
ended June 30, 1998 and our net loss was $26.1 million for the second quarter of
1999 as compared to $14.8 million for the second quarter of 1998. The
percentage of our net revenue in the second quarter of 1999 attributable to
North America, Europe and Asia-Pacific was 49%, 21% and 30% respectively. The
percentage of our net revenue attributable to retail customers increased to 67%
of total net revenue (34% from business customers and 33% from residential
customers) in the second quarter of 1999 from 57% in the first quarter of 1999.
As of June 30, 1999, we held cash and investments of $207 million, of which $169
million was unrestricted, and our total investment in gross property, plant and
equipment was $250 million. Capital expenditures during the second quarter of
1999 were $30 million. Set forth below are certain of our condensed
consolidated financial data:
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
CONDENSED CONSOLIDATED FINANCIAL DATA
Statement of Operations Data
(unaudited)
(In thousands, except per share amount)
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Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
1999 1998 1999 1998
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NET REVENUE $185,626 $ 99,475 $316,854 $179,526
COST REVENUE 142,860 84,126 247,456 152,848
-------- -------- -------- --------
GROSS MARGIN 42,766 15,349 69,398 26,678
-------- -------- -------- --------
OPERATING EXPENSES
Selling, general and
administrative 41,553 18,990 70,849 34,367
Depreciation and
amortization 12,514 4,433 21,490 7,911
-------- -------- -------- --------
Total operating
expenses 54,067 23,423 92,339 42,278
-------- -------- -------- --------
LOSS FROM OPERATIONS (11,301) (8,074) (22,941) (15,600)
INTEREST EXPENSE (17,523) (9,605) (34,293) (16,780)
INTEREST INCOME 2,756 2,886 6,011 5,270
-------- -------- -------- --------
LOSS BEFORE INCOME
TAXES (26,068) (14,793) (51,223) (27,110)
INCOME TAXES - - - -
-------- -------- -------- --------
NET LOSS $(26,068) $(14,793) $(51,223) $(27,110)
======== ======== ======== ========
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BASIC AND DILUTED NET
LOSS PER COMMON
SHARE $ (0.92) $ (0.68) $ (1.80) $ (1.30)
========= ======== ======== ========
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING 28,486 21,829 28,402 20,779
========= ======== ======== ========
Other data:
EBITDA $ 1,213 $ (3,641) $ (1,451) $ (7,689)
========= ========= ========= ========
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In addition, on August 4, 1999, we announced that we anticipate offering
$200,000,000 in aggregate principal amount of senior notes due 2009 in a private
placement pursuant to Rule 144A under the Securities Act of 1933.
ITEMS 6. NOT APPLICABLE.
ITEMS 7. c) Exhibits
Exhibit 99.1 Press Release dated August 4, 1999, issued by the
Company.
ITEMS 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: August 5, 1999
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Exhibit 99.1
[LOGO OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED]
FOR IMMEDIATE RELEASE
Contact:
- -------
Jordan Darrow
Vice President, Investor Relations
PRIMUS Telecommunications Group
(212) 703-0116
PRIMUS PLANS $200 MILLION PRIVATE PLACEMENT OF SENIOR NOTES
MCLEAN, VA, AUGUST 4, 1999 -- PRIMUS Telecommunications Group, Incorporated
(Nasdaq: PRTL), a global facilities-based voice, data and Internet
telecommunications provider, announced today that it anticipates offering
$200,000,000 in aggregate principal amount of senior notes due 2009 in a private
placement pursuant to Rule 144A under the Securities Act of 1933.
The purpose of the offering is to fund capital expenditures to expand and
develop its global network and to fund other permitted corporate purposes.
The senior notes anticipated to be offered and sold will not be registered
under the Securities Act of 1933 and may not be offered or sold in the United
States absent such registration or an applicable exemption from such
registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the senior notes
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under applicable securities laws, or
absent the availability of an exemption from such registration or qualification
requirements.
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