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8-K - FORM 8-K - INNOVATE Corp.d8k.htm

Exhibit 99.1

LOGO

Primus Telecommunications Group, Incorporated

Reports Second Quarter 2011 Results

 

 

Q2 Net Revenue of $282.5MM Increased 45.2% YoY and 26.3% Sequentially

 

 

Q2 Adjusted EBITDA of $19.9MM, or $21.0MM Excluding Integration and Certain Professional Costs

 

 

Q2 Free Cash Flow of Negative $8.5MM Includes $16.5MM of Interest Paid

 

 

$31.5MM Cash at Quarter-End after Debt Reduction of $24MM

 

 

Balance Sheet Transformed with $240MM in New 10% Notes Due 2017

 

 

Listed as PTGI on the NYSE

MCLEAN, VA – (MARKET WIRE) – August 15, 2011 – Primus Telecommunications Group, Incorporated (PTGi) (NYSE: PTGI), a global facilities-based integrated provider of advanced telecommunications products and services, announced results for the second quarter ended June 30, 2011. PTGi completed the acquisition of Arbinet Corporation on February 28, 2011; therefore, second quarter 2011 comparisons are not directly comparable with prior periods.

Consolidated Results

Net revenue for the second quarter 2011 was $282.5 million, an increase of 45.2% from second quarter 2010 net revenue of $194.6 million. Net revenue includes a $73.1 million contribution from Arbinet. Adjusted EBITDA was $19.9 million, a decrease of 13.1% from second quarter 2010 Adjusted EBITDA of $22.9 million. The impact of foreign exchange translation was a positive $23.6 million to revenue for the second quarter 2011 and a positive $2.4 million to Adjusted EBITDA. Free cash flow decreased in the quarter to negative $8.5 million from second quarter 2010 negative free cash flow of $7.0 million. Free cash flow in the second quarters of 2011 and 2010 includes interest payments of $16.5 million and $17.2 million, respectively.

Peter D. Aquino, Chairman, President and Chief Executive Officer, stated, “PTGi took significant steps forward during the second quarter 2011 with several key accomplishments. With the transformation of our balance sheet, we can progress in executing our strategy to continue to improve operations, generate additional free cash flow given interest savings achieved and unlock the value in the sum of the parts. In addition, we are very excited to be recently listed as PTGi on the NYSE to broaden investment in the company and to have named Ken Schwarz as our new CFO. Overall, it was an action packed quarter that better positions the company to pursue our objectives for the year.”

Key Second Quarter 2011 Accomplishments

 

 

International Carrier Services (“ICS”):

 

   

Launched thexchangeSM version 2.0, the new and improved exchange platform for trading wholesale minutes that provides an enhanced, easy-to-navigate, user interface that guides members through the buying and selling process by prioritizing activities and that leverages market data and feedback collected by thexchange users and from thexchange usage

 

 

Canada:

   

Licensed PTGi patented ‘Telemarketing Guard’ software for global sale

 

   

Finalized terms for local network footprint access in British Columbia and Alberta to allow for residential bundling, expanding retail marketing services program with major retailer customers

 

   

Advanced strategic investments in Tier 3 datacenter expansion in key metro cities throughout Canada

 

   

Subsequent to quarter-end, Globility Communications Corporation, a company in which PTGi indirectly holds a 45.6% interest, agreed to sell its 3.5 GHZ fixed wireless spectrum licenses for 29 service areas across Canada for C$15M, subject to Industry Canada approval. PTGi fully supports Globility’s decision to monetize these non-core investments

 

 

Australia:

 

   

Appointed Tom Mazerski as Chief Executive Officer of Primus Australia. Mr. Mazerski also serves as PTGi’s Chief Marketing Officer


   

Advanced strategic investments in metro ring facility grooming in 5 central business districts

 

 

Subsequent to quarter-end, completed offers to exchange new 10.00% Senior Secured Notes due 2017 for the 13.00% Senior Secured Notes due 2016 and 14.25% Senior Subordinated Secured Notes due 2013

 

 

Subsequent to quarter-end, the board of directors authorized a $15 million two-year stock repurchase program

Second Quarter 2011 Net Revenue by Major Operating Segment

Canada – Net revenue of $64.1 million increased 10.4% from $58.0 million in the second quarter 2010. The impact of foreign currency translation was a positive $3.8 million. On a constant currency basis, net revenue increased 3.9% as increases in local, Internet, VoIP, and data and hosting services were partially offset by declines in retail long distance and prepaid voice.

Australia – Net revenue of $73.7 million increased 9.2% from $67.5 million in second quarter 2010. The impact of foreign currency translation was a positive $12.4 million. On a constant currency basis, net revenue decreased 9.2% as decreases in business and residential voice, Internet and DSL services were partially offset by increases in data center, wireless and VoIP.

International Carrier Services Net revenue of $126.5 million increased 157.2% from $49.2 million in second quarter 2010, primarily due to including a full quarter of Arbinet net revenue of $73.1 million. The impact of foreign currency translation was a positive $6.6 million. Excluding Arbinet and on a constant currency basis, net revenue increased 3.3%.

United States – Net revenue of $10.7 million decreased 16.4% from $12.8 million in second quarter 2010, primarily due to decreases in retail voice and VoIP.

Other Businesses –

Brazil – Net revenue of $7.3 million increased 3.5% from $7.1 million in second quarter 2010. The impact of foreign currency translation was a positive $0.8 million. On a constant currency basis, net revenue decreased 8.3% due primarily to decreases in carrier voice services.

Further Second Quarter 2011 Detail

Net revenue less cost of revenue was $77.0 million, or 27.2% of net revenue, compared to $70.6 million, or 36.3% of net revenue, in second quarter 2010. Net revenue less cost of revenue, as a percentage of net revenue, was negatively impacted primarily by the addition of lower margin Arbinet customers. Lower retail voice usage revenues in Australia and lower prepaid card margins in Canada also contributed to the decline.

Selling, general and administrative (SG&A) expense was $59.4 million, or 21.0% of net revenue, in the second quarter 2011 compared to $47.9 million, or 24.6% of net revenue in second quarter 2010. Included in second quarter 2011 SG&A were integration and costs for M&A-related professional services of $1.1 million and $3.6 million of SG&A expense from Arbinet.

Income from operations of $0.5 million compared to income of $4.8 million in the second quarter 2010. Depreciation and amortization expense was $17.1 million as compared to $18.2 million in second quarter 2010. This reduction is due to fully depreciating and amortizing fixed assets and customer lists that were re-valued as part of fresh start accounting upon emergence from bankruptcy, offset, in part, by additional depreciation and amortization from Arbinet. It is expected that depreciation and amortization expense related to the pre-bankruptcy assets will continue to run off at an accelerated pace over the next two years.

Adjusted EBITDA was $19.9 million, or 7.0% of net revenue, compared to $22.9 million, or 11.8% of net revenue, in the second quarter 2010. Second quarter 2011 Adjusted EBITDA excluding integration and costs for M&A-related professional services was $21.0 million.

Net loss was $6.3 million, or $(0.48) per basic and diluted common share, compared to $13.0 million, or $(1.34) per basic and diluted common share in the second quarter 2010. The number of shares outstanding used to calculate basic and diluted earnings per common share in the second quarter of 2011 was 13.4 million compared to 9.7 million for basic and diluted earnings per common share in the second quarter 2010.

Balance Sheet, Liquidity and Capital Resources

PTGi ended the second quarter 2011 with $31.5 million in unrestricted cash and cash equivalents, down from $65.6 million at March 31, 2011. Cash was generated during the second quarter in the following amounts: $19.9 million of Adjusted EBITDA, offset by the usage of $24.0 million used to redeem 14.25% Senior Subordinated Secured Notes due 2013, $16.5 million in interest payments, $4.9 million used in working capital primarily caused by a temporary delay in receivables collection due a Canadian postal strike now ended, $7.5 million for capital expenditures, and a $1.2 million dividend paid to our non-controlling interest shareholder.


The principal amount of PTGi’s long-term obligations as of June 30, 2011 was $221.2 million, down from $245.7 million as of December 31, 2010.

Free Cash Flow in the second quarter 2011 was negative $8.5 million compared to negative free cash flow of $7.0 million in the second quarter 2010. Higher capital expenditures were primary contributors to the decrease in free cash flow over the prior year quarter. PTGi defines Free Cash Flow as net cash provided by operating activities less cash used in the purchase of property and equipment.

Ken Schwarz, Chief Financial Officer, stated, “Second quarter 2011 results include major progress on all fronts, strategically, financially and operationally. The balance sheet improvement and the additional flexibility our new debt agreement permits are designed to pave the way toward improved free cash flow. This quarter’s cash balance reflects a payout of $16.5 million of interest associated with our recent Note exchange, with our next interest payment due on October 15th at the lower rate.”

Conference Call

The Company will hold a conference call and webcast on August 16, 2011 at 8:30 AM ET. To access the call, please dial 866-305-6438 (toll free) or 706-679-7161 approximately 10 minutes prior to the start of the conference call. The conference call will also be broadcast live over the Internet with an accompanying slide presentation, which can be accessed via the Investor Relations section of PTGi’s web site at www.ptgi.com. The webcast and slide presentation will be available for replay for 90 days at www.ptgi.com.

A telephonic replay of this conference call will also be available by dialing 855-859-2056 (toll free) or 404-537-3406 (access code: 84339211) from 12:30 PM ET on August 16, 2011 until midnight ET on August 22, 2011.

About PTGi

PTGi is a leading provider of advanced communication solutions, including, traditional and IP voice, data, mobile services, broadband Internet, collocation, hosting, and outsourced managed services to business and residential customers in the United States, Canada, Australia, and Brazil. PTGi is also one of the leading international wholesale service providers to fixed and mobile network operators worldwide. PTGi owns and operates its own global network of next-generation IP soft switches, media gateways, hosted IP/SIP platforms, broadband infrastructure, fiber capacity, and data centers located in Canada, Australia, and Brazil. Founded in 1994, PTGi is headquartered in McLean, Virginia. For more information, visit http://www.ptgi.com.

Non-GAAP Financial Measures

This release includes certain non-GAAP financial measures as defined under SEC rules, which include Adjusted EBITDA and Free Cash Flow. PTGi has provided a reconciliation of these measures to the most directly comparable GAAP measures, which is contained in the tables to this release. Additionally, information regarding the purpose and use for these non-GAAP financial measures is set forth in our Form 8-K disclosing this press release.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains or incorporates a number of “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are based on current expectations, and are not strictly historical statements. In some cases, you can identify forward-looking statements by terminology such as “if,” “may,” “should,” “believe,” “anticipate,” “future,” “forward,” “potential,” “estimate,” “reinstate,” “opportunity,” “goal,” “objective,” “exchange,” “growth,” “outcome,” “could,” “expect,” “intend,” “plan,” “strategy,” “provide,” “commitment,” “result,” “seek,” “pursue,” “ongoing,” “include” or in the negative of such terms or comparable terminology. These forward-looking statements inherently involve certain risks and uncertainties, although they are based on our current plans or assessments which are believed to be reasonable as of the date of this press release. Forward-looking statements in this press release include, among others, statements regarding: our liquidity and debt service forecast; our financing, refinancing, debt extension, de-leveraging, restructuring, exchange or tender plans or initiatives, and potential dilution of existing equity holders from such initiatives; our expectations regarding our continued ability to generate free cash flow; our ability to successfully integrate the Arbinet business and realize anticipated synergies; our expectations regarding increased competitive pressures, declining usage patterns and our growth products, bundled service offerings, the pace and cost of customer migration onto our networks, the effectiveness and profitability of the growth products; our assumptions regarding currency exchange rates; and the timing, extent and effectiveness of our cost reduction initiatives and management’s ability to moderate or control discretionary spending. While PTGi believes the forward-looking statements


contained in this press release are accurate, there are a number of factors that could cause actual events or results to differ materially from those indicated by such forward-looking statements. Those risks and uncertainties include, among other things, the risks listed under “Risk Factors” in PTGi’s annual report and quarterly reports filed with the Securities and Exchange Commission and available through the company’s website at www.ptgi.com. PTGi disclaims any obligation to update the information contained in this press release as new information becomes available.

Investor Contact:

PTGi

Richard Ramlall, SVP Corporate Development and Chief Communications Officer

703-748-8050

ir@ptgi.com

Lippert/Heilshorn & Assoc., Inc.

Carolyn Capaccio

212-838-3777

ccapaccio@lhai.com

(tables follow)


PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

 

     Three Months
Ended
June  30,

2011
    Three Months
Ended
June  30,

2010
    Six Month
Ended
June 30,
2011
    Six Months
Ended
June 30,
2010
 

NET REVENUE

   $ 282,502      $ 194,593      $ 506,225      $ 387,610   

OPERATING EXPENSES

        

Cost of revenue (exclusive of depreciation included below)

     205,522        123,960        357,778        245,951   

Selling, general and administrative

     59,361        47,854        113,313        97,972   

Depreciation and amortization

     17,093        18,194        32,214        36,063   

(Gain) loss on sale or disposal of assets

     (19     (189     34        (179

(Gain) loss on sale or disposal of assets

     —          —          14,679        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     281,957        189,819        518,018        379,807   
  

 

 

   

 

 

   

 

 

   

 

 

 

INCOME (LOSS) FROM OPERATIONS

     545        4,774        (11,793     7,803   

INTEREST EXPENSE

     (7,912     (8,733     (16,605     (18,059

ACCRETION ON DEBT PREMIUM (DISCOUNT), net

     (53     (45     (103     (89

GAIN (LOSS) ON EARLY EXTINGUISHMENT OR RESTRUCTURING OF DEBT

     —          164        —          164   

GAIN (LOSS) FROM CONTINGENT VALUE RIGHTS VALUATION

     96        (382     (4,288     (2,425

INTEREST AND OTHER INCOME (EXPENSE)

     174        153        119        363   

FOREIGN CURRENCY TRANSACTION GAIN (LOSS)

     2,365        (9,623     6,413        (3,794
  

 

 

   

 

 

   

 

 

   

 

 

 

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE REORGANIZATION ITEMS AND INCOME TAXES

     (4,785     (13,692     (26,257     (16,037

REORGANIZATION ITEMS, net

     —          —          —          1   
  

 

 

   

 

 

   

 

 

   

 

 

 

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

     (4,785     (13,692     (26,257     (16,036

INCOME TAX BENEFIT (EXPENSE)

     (1,378     1,883        (548     4,053   
  

 

 

   

 

 

   

 

 

   

 

 

 

INCOME (LOSS) FROM CONTINUING OPERATIONS

     (6,163     (11,809     (26,805     (11,983

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax

     (89     (1,528     (69     (2,217

GAIN (LOSS) FROM SALE OF DISCONTINUED OPERATIONS, net of tax

     —          193        —          193   
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME (LOSS)

     (6,252     (13,144     (26,874     (14,007

Less: Net (income) loss attributable to the noncontrolling interest

     (90     106        1,277        (30
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME (LOSS) ATTRIBUTABLE TO PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

   $ (6,342   $ (13,038   $ (25,597   $ (14,037
  

 

 

   

 

 

   

 

 

   

 

 

 

BASIC INCOME (LOSS) PER COMMON SHARE:

        

Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated

     (0.47     (1.20     (2.08     (1.24

Income (loss) from discontinued operations

     (0.01     (0.16     (0.01     (0.23

Gain (loss) from sale of discontinued operations

     —          0.02        —          0.02   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to Primus Telecommunications Group, Incorporated

   $ (0.48   $ (1.34   $ (2.09   $ (1.45
  

 

 

   

 

 

   

 

 

   

 

 

 

DILUTED LOSS PER COMMON SHARE:

        

Income (loss) from continuing operations attributable to Primus Telecommunications Group, Incorporated

     (0.47     (1.20     (2.08     (1.24

Income (loss) from discontinued operations

     (0.01     (0.16     (0.01     (0.23

Gain (loss) from sale of discontinued operations

     —          0.02        —          0.02   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to Primus Telecommunications Group, Incorporated

   $ (0.48   $ (1.34   $ (2.09   $ (1.45
  

 

 

   

 

 

   

 

 

   

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

        

BASIC

     13,385        9,743        12,273        9,694   
  

 

 

   

 

 

   

 

 

   

 

 

 

DILUTED

     13,385        9,743        12,273        9,694   
  

 

 

   

 

 

   

 

 

   

 

 

 

AMOUNTS ATTRIBUTABLE TO COMMON SHAREHOLDERS OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

        

Income (loss) from continuing operations, net of tax

   $ (6,253   $ (11,703   $ (25,528   $ (12,013

Income (loss) from discontinued operations

     (89     (1,528     (69     (2,217

Gain (loss) from sale of discontinued operations

     —          193        —          193   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (6,342   $ (13,038   $ (25,597   $ (14,037
  

 

 

   

 

 

   

 

 

   

 

 

 


PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

CONSOLIDATED CONDENSED BALANCE SHEET

(in thousands)

(unaudited)

 

     June 30,
2011
 

Cash and cash equivalents

   $ 31,476   

Accounts receivable, net

     99,133   

Other current assets

     18,593   
  

 

 

 

TOTAL CURRENT ASSETS

     149,202   

Restricted cash

     12,523   

Property and equipment, net

     154,346   

Goodwill

     71,113   

Other intangible assets, net

     144,431   

Other assets

     17,887   
  

 

 

 

TOTAL ASSETS

   $ 549,502   
  

 

 

 

Accounts payable

   $ 63,440   

Accrued interconnection costs

     25,840   

Deferred revenue

     12,844   

Accrued expenses and other current liabilities

     51,247   

Accrued income taxes

     7,541   

Accrued interest

     1,857   

Current portion of long-term obligations

     910   
  

 

 

 

TOTAL CURRENT LIABILITIES

     163,679   

Non-current portion of long-term obligations

     218,607   

Deferred Tax Liability

     31,683   

Contingent Value Rights

     23,387   

Other liabilities

     2,954   
  

 

 

 

TOTAL LIABILITIES

     440,310   

Total stockholders’ equity

     109,192   
  

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 549,502   
  

 

 

 


PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(in thousands)

(unaudited)

 

     Three Months
Ended
June  30,

2011
    Three Months
Ended
March 31,
2011
    Three Months
Ended
June  30,

2010
 

NET INCOME (LOSS) ATTRIBUTABLE TO PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

   $ (6,342   $ (19,255   $ (13,038

Reorganization items, net

     —          —          —     

Share-based compensation expense

     2,272        1,082        117   

Depreciation and amortization

     17,093        15,121        18,194   

(Gain) loss on sale or disposal of assets

     (19     53        (189

Asset impairment write-down

     —          14,679        —     

Interest expense

     7,912        8,693        8,733   

Accretion on debt (premium) discount, net

     53        50        45   

(Gain) loss on early extinguishment or restructuring of debt

     —          —          (164

Interest and other (income) expense

     (174     55        (153

(Gain) loss from Contingent Value Rights valuation

     (96     4,384        382   

Foreign currency transaction (gain) loss

     (2,365     (4,048     9,623   

Income tax (benefit) expense

     1,378        (830     (1,883

Income (expense) attributable to the non-controlling interest

     90        (1,367     (106

(Income) loss from discontinued operations, net of tax

     89        (20     1,528   

(Gain) loss from sale of discontinued operations, net of tax

     —          —          (193
  

 

 

   

 

 

   

 

 

 

ADJUSTED EBITDA

   $ 19,891      $ 18,597      $ 22,896   
  

 

 

   

 

 

   

 

 

 


PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED

RECONCILIATION OF NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

TO FREE CASH FLOW

(in thousands)

(unaudited)

 

     Three Months
Ended
June  30,

2011
    Three Months
Ended
March 31,
2011
    Three Months
Ended
June  30,

2010
 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES BEFORE REORGANIZATION ITEMS

   $ (968   $ 15,960      $ (1,140

Net cash used in purchase of property and equipment

     (7,507     (6,373     (5,824
  

 

 

   

 

 

   

 

 

 

FREE CASH FLOW

   $ (8,475   $ 9,587      $ (6,964