________________________________________________________________________________ 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): October 20, 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 ________________________________________________________________________________
ITEMS 1-4. NOT APPLICABLE. ITEM 5. Set forth below is our Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 1999: PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 (In thousands, except per share amounts) Adjustments ---------------------- Notes Pro Forma Primus(1) Telegroup(2) Telegroup Issuances As Adjusted --------- ------------ --------- --------- ----------- Net revenue............. $316,854 $101,618(3) $(5,676)(4) $ -- $409,755 (3,041)(5) Cost of revenue......... 247,456 67,584 (5,421)(4) -- 309,619 -------- -------- ------- -------- -------- Gross margin............ 69,398 34,034 (3,296) -- 100,136 Operating expenses: Selling, general, and administrative....... 70,849 34,822 (114)(4) -- 102,516 (3,041)(5) Depreciation and amortization......... 21,490 5,709 (1,100)(7) -- 28,233 2,134 (8) -------- -------- ------- -------- -------- Total operating expenses........... 92,339 40,531 (2,121) -- 130,749 -------- -------- ------- -------- -------- Gain (loss) from operations............. (22,941) (6,497) (1,175) -- (30,613) Interest expense........ (34,293) (6,500) 6,500 (6) (2,558)(9) (36,851) Interest income......... 6,011 221 6,232 Other income............ (32) (32) -------- -------- ------- -------- -------- Gain (loss) before income taxes........... (51,223) (12,808) 5,325 (2,558) (61,264) Income taxes............ (225) (225) -------- -------- ------- -------- -------- Net loss................ $(51,223) $(13,033) $ 5,325 $ (2,558) $(61,489) ======== ======== ======= ======== ======== Basic and diluted net loss per share......... $ (1.80) $ (2.16) ======== ======== Weighted average number of shares.............. 28,402 28,402 ======== ======== - -------- (1) Represents the historical results of our operations for the six months ended June 30, 1999. (2) Represents the historical results of operations of Telegroup for the five months ended May 31, 1999. Telegroup Adjustments: (3) Does not give effect to the attrition in Telegroup's retail customer and agent base, which began to occur prior to our acquisition of Telegroup and which we expect to continue into the near future. (4) To eliminate wholesale net revenue, cost of revenue, and selling, general and administrative expenses, as this component of the Telegroup business had been substantially eliminated prior to the purchase by Primus. (5) To reflect the reclassification of bad debt expenses from selling, general and administrative expenses to a reduction of net revenue to conform to Primus's accounting policies. (6) To eliminate interest expense on non-purchased obligations. (7) To reverse amortization expense associated with Telegroup's previously acquired customer list, the excess of purchase price over the fair value of net assets acquired, depreciation and amortization of non-purchased fixed and cable assets, and amortization related to debt financing costs. (8) To record amortization expense associated with acquired customer list and the excess of purchase price over the fair value of net assets acquired. Notes Issuances: (9) To reflect the interest expense on the $45.5 million of senior notes issued in June 1999 in connection with the Telegroup acquisition. ITEMS 6-8. 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: October 20, 1999