<PAGE>
UNITED STATES 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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________
TO __________,19 ___ .
Commission File Number:
0-27778
Premiere Technologies, Inc.
(Exact name of registrant as specified in its charter)
Georgia 59-3074176
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) fication No.)
3399 Peachtree Road NE
The Lenox Building, Suite 400
Atlanta, Georgia 30326
(Address of principal executive offices, including zip code)
(404) 237-2911
(Registrant's telephone number, including area code)
N/A
(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.
(1) Yes X No (2) Yes No X
----- ----- ----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 15, 1996
- - ----------------------------- ---------------------------
Common Stock, $0.01 par value 20,640,868 shares
<PAGE>
Premiere Technologies, Inc. and Subsidiary
INDEX TO FORM 10-Q
PAGE
----
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Condensed Consolidated Balance Sheets as of
December 31, 1995 and March 31, 1996 3
Condensed Consolidated Statements of Operations for the
Three Months Ended March 31, 1995 and 1996 5
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1995 and 1996 6
Notes to Condensed Consolidated Financial Statements 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II OTHER INFORMATION
Item 1 Legal Proceedings 10
Item 2 Changes in Securities 10
Item 3 Defaults 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 11
SIGNATURES 12
EXHIBITS INDEX 13
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND MARCH 31, 1996
<TABLE>
<CAPTION>
December 31, 1995 March 31, 1996
----------------- --------------
(Audited) (Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $1,981,144 $2,345,528
Investments 3,515,782 78,051,890
Accounts receivable (less allowance for doubtful accounts of
$107,613 and $396,088, respectively) 3,013,185 3,387,033
Due from related parties 276,477 14,791
Prepaid expenses and other 497,746 459,790
Deferred tax asset, net 2,533,403 1,985,498
------------ ----------
Total current assets 11,817,737 86,244,530
------------ ----------
PROPERTY AND EQUIPMENT (Note 4) 5,734,992 7,851,144
Less: accumulated depreciation (980,943) (1,310,332)
------------ ----------
Net property and equipment 4,754,049 6,540,812
------------ ----------
OTHER ASSETS:
Deferred software development costs, net 78,105 68,719
Due from related parties 100,672 100,786
Other 237,099 99,946
------------ ----------
$16,987,662 $93,054,793
============ ===========
The accompanying notes are an integral part of these condensed consolidated balance sheets.
</TABLE>
3
<PAGE>
PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND MARCH 31, 1996
<TABLE>
<CAPTION>
December 31, 1995 March 31, 1996
----------------- --------------
(Audited) (Unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 849,584 $1,251,529
Accrued payroll 357,345 403,421
Accrued transmission 1,325,094 1,223,028
Accrued sales taxes 780,661 824,197
Accrued bonuses 15,000 88,918
Accrued construction costs 883,850 48,520
Other accrued expenses 887,726 1,530,263
Unearned revenue 352,541 855,907
Current portion of capital lease obligation 172,422 251,507
Dividends payable on preferred stock 647,644 0
Notes payable 10,500 10,500
------------ ----------
Total current liabilities 6,282,367 6,487,790
------------ ----------
LONG TERM LIABILITIES:
Notes payable 1,915,192 21,000
Obligation under capital lease 355,160 339,992
Deferred tax liability 242,216 242,216
------------ ----------
Total long term liabilities 2,512,568 603,208
------------ ----------
SHAREHOLDERS' EQUITY:
Series A convertible, redeemable 8% cumulative preferred stock,
$0.01 par value; 5,000,000 shares authorized, 128,983 and
0 shares issued and outstanding, respectively, converted to
common stock 3,906,500 0
Common Stock, $0.01 par value; 150,000,000 shares
authorized, 12,367,920 and 20,640,868 shares issued and
outstanding, respectively 123,679 206,409
Additional paid-in capital 7,237,795 85,982,847
Subscriptions receivable (2,436,703) 0
Stock warrants outstanding 243,760 12,613
Accumulated deficit (882,304) (238,074)
------------ ----------
Total shareholders' equity 8,192,727 85,963,795
------------ ----------
$16,987,662 $93,054,793
=========== ===========
The accompanying notes are an integral part of these condensed consolidated balance sheets.
</TABLE>
4
<PAGE>
PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
<TABLE>
<CAPTION>
1995 1996
---------- ----------
(Unaudited) (Unaudited)
<S> <C> <C>
REVENUES:
Subscriber services $2,431,382 $7,204,316
License fees 901,564 2,296,273
Hospitality services 271,021 254,806
Other revenues 45,893 337,727
---------- ----------
Total revenues 3,649,860 10,093,122
COST OF SERVICES 1,251,402 3,450,941
---------- ----------
GROSS MARGIN 2,398,458 6,642,181
---------- ----------
OPERATING EXPENSES:
Selling and marketing 1,195,601 3,653,505
General and administrative 790,509 1,711,303
Depreciation and amortization 116,796 344,486
---------- ----------
Total operating expenses 2,102,906 5,709,294
---------- ----------
OPERATING INCOME 295,552 932,887
---------- ----------
OTHER INCOME (EXPENSE):
Interest income 65,635 266,186
Interest expense (81,642) (90,473)
Other, net 12,154 (4,563)
---------- ----------
Total other income (expense) (3,853) 171,150
---------- ----------
NET INCOME BEFORE INCOME TAXES
AND EXTRAORDINARY LOSS 291,699 1,104,037
PROVISION FOR INCOME TAXES 56,618 371,219
---------- ----------
NET INCOME BEFORE EXTRAORDINARY LOSS 235,081 732,818
EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT
OF DEBT, NET OF TAX EFFECT OF $37,880 0 59,251
---------- ----------
NET INCOME 235,081 673,567
PREFERRED STOCK DIVIDENDS 77,105 0
---------- ----------
NET INCOME ATTRIBUTABLE TO COMMON SHARE-
HOLDERS $157,976 $673,567
========== ==========
PRO FORMA INCOME ATTRIBUTABLE TO COMMON
SHAREHOLDERS FOR PRIMARY EARNINGS PER SHARE $218,923 $1,010,547
========== ==========
PRO FORMA INCOME PER COMMON AND COMMON
EQUIVALENT SHARES: Primary (Note 3) $0.01 $0.05
========== ==========
SHARES USED IN COMPUTING EARNINGS PER COMMON
AND COMMON EQUIVALENT SHARES: Primary 19,038,557 18,750,781
========== ==========
The accompanying notes are an integral part of these condensed consolidated statements.
</TABLE>
5
<PAGE>
PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
<TABLE>
<CAPTION>
1995 1996
---------- ----------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $235,081 $673,567
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 116,796 344,486
Amortization of note discount 11,127 8,677
Loss on early extinguishment of debt 0 97,131
Loss on sale of asset 0 17,672
Changes in assets and liabilities:
Accounts receivable, net (160,826) (373,848)
Prepaid expenses and other (109,923) 175,109
Deferred tax asset 0 547,905
Accounts payable 301,339 401,945
Accrued expenses 178,001 (131,329)
Unearned revenue 15,628 503,366
---------- ----------
Total adjustments 352,142 1,591,114
---------- ----------
Net cash provided by operating activities 587,223 2,264,681
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (436,469) (2,028,359)
Purchase of investments, net 716 (74,536,106)
Due from related parties, net 2,861 261,572
---------- ----------
Net cash used in investing activities (432,892) (76,302,893)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net 0 74,666,094
Principal payments under capital lease obligation (22,129) (47,260)
Proceeds from issuance of note payable 54,000 0
Early extinguishment of debt 0 (2,000,000)
Payment of dividends on preferred stock 0 (676,981)
Proceeds from payments of subscriptions receivable 0 2,436,703
Proceeds from exercises of stock options 0 24,040
---------- ----------
Net cash provided by financing activities 31,871 74,402,596
---------- ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 186,202 364,384
CASH AND CASH EQUIVALENTS, beginning of period 1,513,528 1,981,144
---------- ----------
CASH AND CASH EQUIVALENTS, end of period $1,699,730 $2,345,528
========== ==========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest $70,515 $81,796
========== ==========
The accompanying notes are an integral part of these condensed consolidated statements.
</TABLE>
6
<PAGE>
PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying condensed consolidated financial statements, with the
exception of the December 31, 1995 condensed consolidated balance sheet, are
unaudited and have been prepared by the management of Premiere Technologies,
Inc. (the "Company") in accordance with the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures usually found in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. In the opinion of the management of the Company, all adjustments
(consisting of only normal recurring adjustments) considered necessary for fair
presentation of the condensed consolidated financial statements have been
included, and the accompanying condensed consolidated financial statements
present fairly the financial position and the results of operations for the
interim periods presented. The condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements
included in the Company's Registration Statement on Form S-1 (Reg. No. 33-
80547), as amended, declared effective by the Securities and Exchange Commission
on March 4, 1996.
2. Initial Public Offering
The Company issued 4,570,000 shares of its $0.01 par value common stock in
an initial public offering in March 1996. Proceeds to the Company, net of the
underwriting discount and expenses of the offering, were $74,666,094. The
Company plans to use approximately $10.8 million of the net proceeds to invest
in expansion and enhancement of the Company's network management system and
related network and the Company's other infrastructure, has already used
approximately $2.0 million to repay indebtedness, and will retain the remaining
net proceeds for working capital and other general corporate purposes.
3. Earnings Per Share
Primary net income per share is computed under the modified treasury stock
method using the weighted average number of shares of common stock and
dilutive common stock equivalent shares ("CSEs") from stock options. The
modified treasury stock method was used for CSEs issued earlier than the
12-month period prior to the initial filing of the Registration Statement
relating to the Company's initial public offering. Under the modified treasury
stock method, proceeds from the exercise of CSEs consist of the exercise price
of the CSEs, as well as the related income tax benefit to the Company. CSE
proceeds are assumed to be applied first to repurchase up to 20% of the
Company's common stock, and then to repay outstanding long term indebtedness.
Any remaining CSE proceeds are assumed to be invested in U.S. Government
securities. The modified treasury stock method is not applied when the effect is
anti-dilutive.
In determining the Company's primary net income per share under the
modified treasury stock method, net income per share applicable to common
shareholders has been adjusted on a pro forma basis to reflect the decrease in
interest expense related to loans outstanding to a licensed small business
investment company ("SBIC"). To the extent that excess proceeds from the assumed
exercise of outstanding options and tax benefits from the assumed exercise were
in excess of the SBIC loans, an increase in interest income related to the
investment of such excess proceeds in U.S. Government securities is reflected in
adjusted net income per share applicable to common shareholders. The pro forma
net interest adjustment to primary net income per share under the modified
treasury stock method was $60,947 and $336,980 for the three months ended March
31, 1995 and 1996, respectively.
Fully diluted net income per common and common equivalent share is
computed by including convertible instruments which are not CSEs in the weighted
average per share calculation (using the modified treasury stock method) at
period-end market value of stock prices. To the extent that the convertible
securities are anti-dilutive, they are not included in the fully diluted net
income per common and common equivalent share. For all periods presented, the
inclusion of convertible securities in the fully diluted calculation are
anti-dilutive, they are not included in the fully diluted net income per common
and common equivalent share. For all periods presented, the inclusion of
convertible securities in the fully diluted calculation are anti-dilutive.
Accordingly, fully diluted earnings per share data is not presented.
7
<PAGE>
4. Property and Equipment
Balances of major classes of fixed assets and the related accumulated
depreciation are as follows:
<TABLE>
<CAPTION>
December 31, 1995 March 31, 1996
----------------- --------------
<S> <C> <C>
Computer equipment $3,263,658 $ 4,587,462
Furniture and fixtures 247,283 434,668
Office equipment 147,778 258,212
Leasehold improvements 455,862 1,674,545
Construction in progress 883,850 48,520
---------- -----------
4,998,431 7,003,407
Less accumulated depreciation (725,603) (1,001,852)
---------- -----------
Property and equipment, net $4,272,828 $ 6,001,555
========== ===========
The assets under capital leases included in property and equipment in the
balance sheets are as follows:
December 31, 1995 March 31, 1996
----------------- --------------
Telecommunications equipment $ 736,561 $ 847,737
Less accumulated depreciation (255,340) (308,480)
---------- -----------
Property and equipment, net $ 481,221 $ 539,257
========== ===========
</TABLE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Three Months Ended March 31, 1995 Compared to Three Months Ended March 31, 1996
Revenues. Total revenues increased $6.5 million or 180.6% from $3.6 million in
the three months ended March 31, 1995 to $10.1 million in the three months ended
March 31, 1996. Subscriber services revenues increased $4.8 million or 200%
from $2.4 million in the three months ended March 31, 1995 to $7.2 million in
the three months ended March 31, 1996. This increase was due almost entirely to
increased revenues from Premiere Worldlink subscriber services resulting
primarily from response to the Company's print advertising campaign, which was
substantially expanded after the first quarter of 1995 through the first three
months of 1996. Additional co-branded relationships were in existence during the
three months ended March 31, 1996, which also contributed to the growth in
Premiere Worldlink subscriber services revenues. Revenues from AFCOM subscriber
services remained stable. License fee revenues increased $1.4 million or 155.2%
from $902,000 in the three months ended March 31, 1995 to $2.3 million in the
three months ended March 31, 1996. This increase was due to the establishment of
additional licensing relationships and increased revenues from existing
licensees. Hospitality services revenues remained stable. As a percentage of
total revenues, hospitality services revenues decreased from 7.5% in the three
months ended March 31, 1995 to 2.5% in the three months ended March 31, 1996,
which reflects the Company's decision to emphasize growth of subscriber services
and license fees revenues. While the Company does not anticipate any material
growth in hospitality services revenues, the Company continues these operations,
in part because it believes the operations provide opportunities to market its
subscriber services. Other services revenues increased $292,000 or 634.8% from
$46,000 in the three months ended March 31, 1995 to $338,000 in the three months
ended March 31, 1996. This increase was attributable primarily to $240,000 of
nonrecurring system design and development revenue.
Cost of Services. Cost of services increased $2.2 million or 169.2% from $1.3
million in the three months ended March 31, 1995 to $3.5 million in the three
months ended March 31, 1996, but remained stable as a percentage of revenues.
8
<PAGE>
Selling and Marketing Expenses. Selling and marketing expenses increased $2.5
million or 208.3% from $1.2 million in the three months ended March 31, 1995 to
$3.7 million in the three months ended March 31, 1996, and increased as a
percentage of revenues from 33.3% to 36.6%. This increase was due to greater
expenditures on print advertising and other selling and marketing costs related
to the increase in subscribers and revenues.
General and Administrative Expenses. General and administrative expenses
increased $921,000 or 116.4% from $791,000 in the three months ended March 31,
1995 to $1.7 million in the three months ended March 31, 1996. This increase
was due primarily to increased numbers of employees and related expenses to
support the Company's growth. These expenses decreased as a percentage of
revenues from 22.0% in the three months ended March 31, 1995 to 16.8% in the
three months ended March 31, 1996. This decrease was attributable primarily to
increased operating leverage due to higher revenues.
Depreciation and Amortization Expense. Depreciation and amortization expense
increased $227,000 or 194.0% from $117,000 in the three months ended March 31,
1995 to $344,000 in the three months ended March 31, 1996. This increase was
due primarily to depreciation of additional equipment acquired during 1995 and
the three months ended March 31,1996.
Operating Income. Operating income increased $637,000 or 215.2% from $296,000 in
the three months ended March 31, 1995 to $933,000 in the three months ended
March 31, 1996. Operating income as a percentage of revenues increased from 8.2%
in the three months ended March 31, 1995 to 9.2% in the three months ended March
31, 1996.
Interest Income. Interest income increased $200,000 or 303.0% from $66,000 in
the three months ended March 31, 1995 to $266,000 in the three months ended
March 31, 1996. This increase was attributable to the Company's investment of
the net proceeds from its initial public offering.
Interest Expense. Interest expense increased $9,000 or 11.0% from $82,000 in
the three months ended March 31, 1995 to $91,000 in the three months ended March
31, 1996.
Income Taxes. Income taxes on net income before extraordinary loss increased
$274,000 or 480.7% from $57,000 (an effective tax rate of 19.5%) in the three
months ended March 31, 1995 to $371,000 (an effective tax rate of 33.6%) in
the three months ended March 31, 1996. The Company's effective tax rate was
less than the statutory rate due to the use of net operating loss carryforwards
in the first quarter of 1995 and the Company's investment of the net proceeds of
its initial public offering in tax free instruments in the first quarter of
1996.
Extraordinary Loss. As a result of the early extinguishment of debt, the
Company recognized an extraordinary loss of $59,000, net of the income tax
effect of $38,000, in the quarter ended March 31, 1996. This debt consisted of
two $1.0 million loans obtained from an SBIC in 1992 and 1993. The extraordinary
loss resulted from the write-off of the remaining unamortized discount related
to stock warrants issued in connection with the loans.
Net Income. As a result of the foregoing, net income increased $439,000 or
186.8% from $235,000 in the three months ended March 31, 1995 to $674,000 in the
three months ended March 31, 1996. Net income as a percentage of revenues
increased from 6.5% in the three months ended March 31, 1995 to 6.7% in the
three months ended March 31, 1996. Without giving effect to the Company's
extraordinary loss, the Company's net income as a percentage of revenues would
have been 7.3% in the three months ended March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds are from current amounts of cash and
cash equivalents (including the net proceeds of the Company's initial public
offering) and operations. The Company's principal uses of cash are for working
capital and capital expenditures.
9
<PAGE>
The Company anticipates that capital expenditures for improvements to its
network management system platform will require capital expenditures of
approximately $10.8 million. This includes enhancements to the database as well
as establishing the Company's proposed platform site in Dallas, Texas, and the
installation of telnodes and network managers in the United Kingdom and New
Zealand.
The Company believes that funds provided by operations and current amounts
of cash, cash equivalents, and short-term investments, including the net
proceeds of the Company's initial public offering, will be sufficient to meet
its presently anticipated needs for working capital and capital expenditures.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
As previously disclosed in the Company's Registration Statement on Form S-1
(Reg. No. 33-80547), as amended, relating to the Company's March 1996 initial
public offering, on January 30, 1996, Eric Bott, E.B. Elliott and Cost Recovery
Systems, Inc. ("CRS") filed a complaint against the Company's subsidiary,
Premiere Communications, Inc., and the Company's President, Boland T. Jones, in
the Superior Court of Fulton County, Georgia. In the complaint, the plaintiffs
allege that: (i) Mr. Bott, a former Company employee, is entitled to options to
purchase 10,000 shares of common stock of Premiere Communications, Inc. at $5.00
per share; (ii) Mr. Bott is entitled to a commission equal to 10% of all
revenues that have been and in the future are collected as a result of the
Company's licensing arrangement with one of its customers; (iii) Mr. Bott is
entitled to $7,000 for consulting work allegedly performed for the Company;
(iv) Mr. Bott is entitled to unspecified damages resulting from his sale in June
1995 of 750 shares of common stock of Premiere Communications, Inc. to an
unrelated third party for an unspecified amount; (v) Mr. Elliott or CRS, an
affiliate of Mr. Elliott, is entitled to options to purchase 5,000 or 10,000
shares of common stock of Premiere Communications, Inc. at an unspecified
exercise price arising out of work allegedly performed by CRS for the Company;
and (vi) CRS is owed an unspecified amount of commissions from the Company
relating to sales of the Company's telecommunications services by CRS.
Subsequent to the filing of the complaint, the plaintiffs dismissed without
prejudice count (iv), above. The plaintiffs also seek attorneys fees and
unspecified amounts of punitive damages. The Company has filed an answer and
counterclaim denying all allegations of the complaint and asserting various
affirmative defenses, and the Company intends to vigorously defend the action.
Assuming that the allegations concerning stock options and stock sales relate to
the common stock of Premiere Technologies, Inc., rather than Premiere
Communications, Inc., as alleged, the Company believes that the share numbers
and exercise prices have not been adjusted for the 24-to-1 stock split effected
in December 1995. In this regard, the plaintiffs have filed a motion to add the
Company as a defendant and to amend their complaint to assert their claims
against the Company. Adjusting the share numbers and exercise prices of these
options to reflect the 24-to-1 stock split, the plaintiffs' claims relate to
options to purchase up to a total of 480,000 shares of Common Stock and the
alleged exercise price of $5.00 per share with regard to a portion of such
options becomes approximately $0.21 per share. The Company believes it has
meritorious defenses to the plaintiffs' allegations, but due to inherent
uncertainties of litigation, the Company is unable to predict the outcome of
this litigation. If the outcome of the litigation is adverse to the Company, it
could have a material adverse effect on the Company's business, operating
results and financial condition.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
10
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits:
11.1 Statement re computation of per share earnings
27.1 Financial data schedule
b. Reports on Form 8-K: None
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.
Premiere Technologies, Inc.
May 15, 1996 /s/ Boland T. Jones
- - ---------------------- -----------------------------------------
Date Boland T. Jones
Chairman of the Board and President
May 15, 1996 /s/ Patrick G. Jones
- - ---------------------- -----------------------------------------
Date Patrick G. Jones
Senior Vice President
Finance and Legal
12
<PAGE>
EXHIBITS INDEX
PAGE
----
11.1 Statement re computation of per share earnings 14
27.1 Financial data schedule 15
13
<PAGE>
EXHIBIT 11
PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY
STATEMENT RE COMPUTATION OF EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
(in thousands)
<TABLE>
<CAPTION>
1995 1996
---------- ----------
(Unaudited) (Unaudited)
<S> <C> <C>
Primary (5)
Earnings applicable to common stock:
Net income $235 $674
Preferred dividends (1) (77) 0
Interest income (2) 61 337
-------- -------
Net income applicable to common stock $219 $1,011
======== =======
Weighted average shares outstanding for primary:
Weighted average shares outstanding 5,968 16,157
Shares upon assumed exercise of stock options and warrants
issued within one year of initial public offering (3) 4,845 0
Other shares upon assumed exercise of stock options and
warrants (4) 8,226 2,593
-------- -------
Weighted average shares 19,039 18,751
======== =======
Primary net income per share $0.01 $0.05
======== =======
</TABLE>
_________________
(1) Dividends on cumulative convertible preferred stock are deducted to arrive
at net income applicable to common stock as the preferred stock is not a
common stock equivalent and is therefore not considered as if converted for
primary earnings per share.
(2) Reflects adjustment to interest expense, net of related income tax effect,
on excess proceeds due to 20% limitation on assumed acquisition of shares
under the modified treasury stock method. Assumed proceeds from stock
options include an income tax benefit as the options are not qualified
options under the Internal Revenue Code.
(3) Options and warrants issued within one year of the initial filing of the
accompanying registration statement are assumed to be outstanding for all
periods using the modified treasury stock method at the assumed initial
public offering price, regardless of whether they are anti-dilutive.
(4) Options and warrants are assumed exercised using the modified treasury stock
method, except where the effect is anti-dilutive.
(5) Fully diluted net income per share is anti-dilutive. Accordingly, fully
diluted net income per share is not presented for all periods.
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 2,346
<SECURITIES> 78,052
<RECEIVABLES> 3,783
<ALLOWANCES> 396
<INVENTORY> 0
<CURRENT-ASSETS> 86,245
<PP&E> 7,851
<DEPRECIATION> 1,310
<TOTAL-ASSETS> 93,055
<CURRENT-LIABILITIES> 6,488
<BONDS> 0
0
0
<COMMON> 206
<OTHER-SE> 85,757
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<SALES> 10,093
<TOTAL-REVENUES> 10,093
<CGS> 3,451
<TOTAL-COSTS> 3,451
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<LOSS-PROVISION> 566
<INTEREST-EXPENSE> 90
<INCOME-PRETAX> 1,104
<INCOME-TAX> 371
<INCOME-CONTINUING> 733
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<EXTRAORDINARY> 59
<CHANGES> 0
<NET-INCOME> 674
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.05
</TABLE>
