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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-K

 


 

FOR ANNUAL AND TRANSITIONAL REPORTS

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2004.

 

Commission file number: 0-27778

 


 

PREMIERE GLOBAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

 


 

Georgia   59-3074176

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

3399 Peachtree Road, N.E., The Lenox Building, Suite 700, Atlanta, Georgia 30326

(address of principal executive office)

 

(Registrant’s telephone number, including area code): (404) 262-8400

 


 

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, Par Value $0.01 Per Share   New York Stock Exchange
(Title of each class)   (Name of each exchange on which registered)

 

Securities registered pursuant to Section 12(g) of the Act:

 

None

(Title of class)

 


 

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.    Yes  x    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12-b-2)     Yes  x    No  ¨

 

The aggregate market value of voting and non-voting stock held by non-affiliates of the registrant, based upon the closing sale price of common stock on June 30, 2004 as reported by The Nasdaq Stock Market’s National Market, was approximately $819,144,526. As of March 11, 2005, there were 70,813,001 shares of the registrant’s common stock outstanding.

 

List hereunder the documents incorporated by reference and the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: Portions of the registrant’s proxy statement for its 2005 annual meeting of shareholders are incorporated by reference in Part III of this Form 10-K.

 



Table of Contents

INDEX

 

          Page

Part I

    

Item 1.

   Business    1

Item 2.

   Properties    8

Item 3.

   Legal Proceedings    9

Item 4.

   Submission of Matters to a Vote of Security Holders    10

Part II

    

Item 5.

   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities    11

Item 6.

   Selected Financial Data    11

Item 7.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    13

Item 7A.

   Quantitative and Qualitative Disclosures About Market Risk    42

Item 8.

   Financial Statements and Supplementary Data    43

Item 9.

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    79

Item 9A.

   Controls and Procedures    80

Item 9B.

   Other Information    81

Part III

    

Item 10.

   Directors and Executive Officers of the Registrant    82

Item 11.

   Executive Compensation    82

Item 12.

   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters    82

Item 13.

   Certain Relationships and Related Transactions    82

Item 14.

   Principal Accountant Fees and Services    82

Part IV

    

Item 15.

   Exhibits and Financial Statement Schedules    83
Signatures    90
Exhibit Index    91


Table of Contents

PART I

 

Item 1. Business

 

Overview

 

Premiere Global Services, Inc. is a global outsource provider of business communications services and business process solutions, with 2,230 employees in 19 countries in North America, Europe and Asia Pacific. Our mission is to help our enterprise customers automate and simplify their critical business processes with our communication technologies-based solutions.

 

We host our communication technologies on our proprietary platforms, which are comprised of server centers and network operations centers located in 17 countries. Enterprise customers apply these hosted technologies to automate and to simplify components of their business processes and to facilitate and enhance communications with their constituents. We believe our services enable enterprise customers to increase efficiency, to improve productivity and to raise customer satisfaction levels.

 

We offer data management and data delivery solutions through our Data Communications group and conferencing and collaboration services through our Conferencing & Collaboration group. Our strategy is to develop new services and enhancements to existing services to better address the needs of our enterprise customers and to increase the scope and size of the markets we address.

 

We have an established customer base of greater than 45,000 corporate accounts, including a majority of the Fortune 500. Customers use our hosted services for a variety of mission-critical communications and business processes, including investor calls, receivables collections, continuing education, confirmations of securities trades and travel reservations, electronic statement and invoice delivery, local-access international conferencing, document capture and automation, campaign marketing, mobile access and printing of documents, prescription renewals and other applications.

 

We have a multi-channel sales approach, selling directly to customers through our global sales and marketing professionals and indirectly through our distribution and strategic partners.

 

In addition to growing our business organically, we have utilized our operating cash flow and bank line of credit to acquire complementary companies that increase our market share and bring to us additional customers, technology, applications and sales personnel. By applying our scale and purchasing power to the acquired companies, we believe we can significantly reduce their operating costs and generate additional earnings.

 

On January 3, 2005, we changed our name from PTEK Holdings, Inc. to better communicate our focus on selling application service provider (ASP)-based business communication services to enterprises around the world, and we adopted Premiere Global Services as a single brand for both of our groups, or business segments. On that same date, we transferred the listing of shares of our common stock to the New York Stock Exchange® from the NASDAQ National Market®.

 

Segment revenue for Data Communications and Conferencing & Collaboration (formerly known as Xpedite and Premiere Conferencing, respectively) accounted for 54.9% and 45.1% of consolidated revenues in 2004. In 2004, sales in North America, Europe and Asia Pacific accounted for 65.3%, 18.7% and 16.0% of our consolidated revenues, respectively. Financial information about our two segments, and the geographic areas in which we operate can be found in Note 21 – Segment Reporting to our consolidated financial statements for the year ended December 31, 2004 included in this report.

 

We were incorporated in Florida in 1991 and reincorporated in Georgia in 1995. Our corporate headquarters are located at 3399 Peachtree Road, NE, The Lenox Building, Suite 700, Atlanta, GA 30326, and our telephone number is (404) 262-8400.

 

Industry Background

 

Today, nearly every stage of the business cycle is becoming communication-intensive. From the acquisition of customers, to customer care, to billing and collections, there are a myriad of distinct communications incumbent upon an enterprise. Businesses must communicate with customers, suppliers, investors, employees and other constituents in disparate locations, across various networks and technologies, all while focusing on the accuracy, speed, security and cost of delivery.

 

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The range and size of these communication management challenges is large and growing. Due to this complexity and constrained capital budgets, enterprises are increasingly outsourcing their communications management needs to providers like us. We offer a broad range of application-based business services, a scalable global platform and experience-based expertise, which our customers can access through our ASP business model.

 

As an outsource provider with the sole focus on delivering business communications services, we believe we can significantly decrease the cost, increase the security and accelerate the delivery time of our customers’ critical communications. For example, financial organizations, such as banks and brokerage firms, are required to provide periodic account updates to their customers, typically handled by mailing paper statements, a process that can be more cost-effective and secure with our electronic statement delivery services. Mortgage brokers are required to collect several disparate paper documents (such as driver licenses, surveys, contracts, etc.) for a typical mortgage application, a process that can be streamlined with our document automation services. Businesses typically outsource the collection of past due receivables to collections agencies or call centers, a process that can be accelerated and made more cost effective using our automated speech technologies. Finally, global enterprises are faced with training and managing employees in disparate locations often requiring attendance at seminars and management meetings, a process that can be improved and made more efficient through our audio and web-based conferencing and collaboration services.

 

Business Services

 

We market a full suite of communications services and solutions that enables enterprise customers to increase productivity through collaboration and to increase efficiency through the automation of labor- and paper-intensive business processes. We believe that our communication technologies-based services improve and enhance data delivery and critical business communications for global enterprises.

 

Our strategy has evolved toward a solutions-based sales model, marketing specific applications that target defined business processes within key vertical industries, such as automated statement delivery, service vehicle dispatch management, document automation and receivables collections. We believe offering hosted, turnkey solutions to business processes will help position us as a more valuable service provider to our customers and will be an important component of our future growth.

 

We market two groups of services, Data Communications and Conferencing & Collaboration:

 

Our Data Communications group offers a comprehensive suite of data communication services and business process solutions. Customers use our data communications services to deliver business critical, time-sensitive information, such as mortgage rate updates, equity research reports and regulatory updates to their customers, trading partners and constituents.

 

Our recent focus has been on developing and marketing solutions that enable our customers to automate and to simplify components of their critical business processes. These new solutions are delivered and enabled by our traditional communication technologies, including encrypted and high-volume transactional e-mail, enhanced fax, automated speech technologies and SMS services.

 

Examples of our new business process solutions include:

 

Statement Manager enables enterprises to realize significant savings and increase customer satisfaction by transitioning from costly paper statements to secure, electronic delivery.

 

Collections Accelerator enables enterprises to contact their past due customers using our advanced voice technology at a significant savings to call centers, helping to speed the collection of receivables, lower days sales outstanding and increase cash flow.

 

Dispatch Manager allows enterprises to confirm scheduled appointments prior to dispatching technicians and delivery crews, increasing the number of appointments kept and improving efficiency.

 

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Mortgage Processor empowers customers with an electronic repository for the disparate documents required for a typical mortgage application, improving security and reliability and accelerating the process.

 

Mobile Officer Manager increases the productivity of mobile workforces by enabling access to critical documents via any Internet connection.

 

Virtual Agent automates enterprise call center activities, delivering greater consistency with pre-recorded messages and faster delivery than live agents.

 

Rx Reminder helps pharmacies ensure that prescriptions are picked-up with automated customer reminders, reducing waste and cutting costs.

 

DocuManager helps automate paper-intensive business processes through the conversion of paper documents to electronic files, which can be forwarded, accessed and archived remotely through any existing e-mail account, with no additional software download required.

 

Our Conferencing & Collaboration group offers a full suite of traditional and voice-over-Internet-protocol (VoIP)-based audio conferencing and Web-based data collaboration services for all forms of group communications activities, from large events, such as investor relations calls and training sessions, to smaller meetings, such as sales planning calls and project team meetings.

 

Examples of our conferencing and collaboration services include:

 

ReadyConference® Plus, our automated conferencing and collaboration service which utilizes our proprietary software technology, allows users to conduct conference calls and to share slide presentations at anytime, without the assistance of an operator or the need of a reservation. This cost-effective service offers a simple, easy-to-use interface that enables the host to launch and control all aspects of a call, audio and visual, directly from the desktop.

 

ReadyConference® GlobalMeetSM saves our enterprise customers money by providing local numbers for participants to access international conference calls. This VoIP-backboned service lowers overall cost by eliminating expensive international long distance toll charges.

 

PremiereCallSM provides customers with operator assistance to monitor all facets of a group meeting, including the ability to work with customization requests. Typical customer applications of these services include sales meetings, investor relations calls, press conferences, customer seminars, product rollouts and continuing medical and legal education.

 

PremiereCallSM Auditorium® offers automated entry into an operator-assisted call. This service enables customers to start a larger-scale conference using automated passcode access, while still utilizing the resource of a dedicated operator during the entire call, at a cost savings from a traditional operator-assisted meeting.

 

VisionCast® enables customers to conduct large, interactive events, such as training, seminars, company meetings, focus groups and media conferences on the Web, and ReadyCast® combines similar data collaboration capabilities for smaller meetings. SoundCast®, an audio streaming technology offered as part of our Web-based services, provides live Internet streaming to simulcast a live conference call or recorded presentation over the Web.

 

Customers

 

We provide services to over 45,000 corporate accounts around the world, including a majority of the Fortune 500 and representing nearly every major industry. Each business day on average, nearly 160,000 individuals collaborate via our global conferencing platform, and we process and deliver nearly 14 million data communications. We believe customers choose Premiere Global for our advanced communications technologies and history of innovation, our global footprint and scale, our market-leading client services and support and the security and reliability of our platform.

 

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One of our customers, International Business Machines Corporation, has historically accounted for a significant amount of revenues. Sales to IBM accounted for approximately 11% of consolidated revenues (24% of Conferencing & Collaboration segment revenue) in 2004. Because IBM has chosen to insource most of its automated conferencing needs, we expect sales to IBM will account for approximately 2% to 3% of consolidated revenues in 2005.

 

We typically do not enter into long-term contracts with our customers, with most customer agreements having terms of one to three years. Customers may generally terminate without penalty, unless their agreement contains an annual minimum revenue commitment that would require payment by the customer of any unused shortfall amount upon termination.

 

While our business is generally not seasonal, we typically experience lower levels of sales and usage during periods which have reduced numbers of working days. For example, our operating results have historically decreased during the summer months (particularly in our international operations), as well as during Thanksgiving, December and New Years holidays. We expect our revenues during these periods will not grow at the same rates as compared with other periods of the year because of decreased use of our services by our enterprise customers.

 

Sales and Marketing

 

We have a multi-channel sales approach:

 

    We sell directly to customers through our 830 global sales, support and marketing professionals, located in 19 countries.

 

    We sell indirectly through distribution partners, including agents and resellers.

 

    We actively pursue strategic partners to integrate and resell our services with their own.

 

    We employ Internet-based marketing and direct telesales to generate increased activity for our sales channels.

 

As a service organization, our customer service teams play a major role in managing customer relationships as well as selling additional value-added services to existing accounts. We currently employ more than 690 customer service professionals deployed in local markets around the world.

 

Platform and Network Infrastructure

 

We believe that our proprietary communication technologies platform is a key element of our success. We utilize various Internet and telecom-based communications networks that allow customers to access our platform-based services through the Internet, private data networks, and local and toll-free numbers and via VoIP.

 

Our strategy is to facilitate customer access to our platform by continuing to evolve toward open architecture, based on standard access protocols. We believe an open platform accelerates time to market for our new services and broadens our distribution opportunities by enabling strategic partners to augment their service offerings through direct integration with our services.

 

Data Communications provides services through our enhanced communications network with more than 80,000 delivery ports attached to servers around the world, which perform all primary processing and switching functions. Our proprietary platform supports multiple input methods including, but not limited to, PC-based software, e-mail gateways, extensible markup language (XML), application program interfaces (APIs) and high-speed IP-based interconnects. Outgoing communications are delivered through line group controllers, which are deployed in a decentralized fashion to provide sufficient redundancy. The remote line group controllers are connected to servers over a wide area network via either private lines, virtual private networks (VPNs) or carriers’ global transmission control protocols TCP/IP-based networks. Mission critical information is transported from one location domain to another using a proprietary (MCP)-to-MCP protocol. The current domains include Australia, Japan, South Korea, the United Kingdom, the United States and France. Remote nodes on the network are located in Germany, Switzerland, Canada, Spain, Italy, Malaysia, Hong Kong and Singapore.

 

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Conferencing & Collaboration operates over 80,000 conferencing ports worldwide. Services are provided from full-service operations centers in Colorado Springs, Colorado; Lenexa, Kansas; Sydney, Australia; and Clonakilty, Ireland. Automated bridging nodes are maintained in the U.S., Canada, Australia, Hong Kong, Singapore, Japan, Malaysia, South Korea and Ireland. Complex, operator-assisted calls are supported on various commercially available bridging platforms. Internally developed conference bridges are used to support automated conferencing services. Customers access these conferencing platforms through direct inward dialing, toll-free numbers, the Internet, VoIP-based data networks and virtual network access.

 

We currently utilize VoIP networks for origination and termination traffic for a number of our Data Communications services and for our ReadyConference GlobalMeet service. We intend to continue to convert additional traffic to VoIP networks.

 

Research and Development

 

We believe that our ability to design, develop, test and support new technology for service enhancements in a timely manner is an important contributor to our continued success. By innovating new services and enhancements to existing services, we can better meet our enterprise customers’ needs and position ourselves in larger market segments.

 

In 2004, we released DocuManager (formerly released and marketed in North America as Fax2MailSM), our document automation service, in our Europe and Asia Pacific regions and smsREACHSM, our short message service, in North America. In addition, we continued to enhance our proprietary Web-based data collaboration service with the recent launch of ReadyConference Plus 2.0. Our session initiation protocol (SIP)-based conferencing service and our prepaid conferencing service are scheduled to be released in the second quarter of 2005. We are currently developing a robust API using open standard XML/ simple object access protocol (SOAP) interfaces for our Data Communications platform, similar to the open standard API we released in 2004 for our global Conferencing & Collaboration platform. We believe the new interface will enable our customers and professional services team to more easily integrate transaction-based solutions from third-party systems.

 

We devote significant resources to the development of new services and enhancements to existing services and employ approximately 80 research and development professionals. Our research and development costs for 2004, 2003 and 2002 were $11.0 million, $8.6 million and $7.2 million, respectively.

 

Competition

 

We compete with a range of companies in both segments of our services. For conferencing and collaboration services, we compete with major telecommunications service providers around the world such as AT&T Corp., MCI Inc., Sprint Corporation, Global Crossing Limited and the international public telephone companies. Because these providers own the underlying telecommunications network, they may have lower per minute long distance costs than us. Although these providers hold a large market share, conferencing is not the primary focus of their bundled service offerings, and we believe we can compete effectively on the basis of quality of service and support to better meet customers’ specific conferencing needs. Additionally, we compete with companies like West Corporation, Raindance Communications, Inc., ACT Teleconferencing, Inc., WebEx Communications, Inc. and Genesys S.A. We also compete with traditional and IP-based equipment manufacturers and business suite software providers that sell various communications equipment and software applications that enable enterprises to host calls internally. We believe that we are the second largest independent audio conferencing provider in the world.

 

While the data communications industry is highly fragmented, we believe that we are the largest worldwide provider of these services. As we develop new services that automate additional business processes, we believe that we will be positioned to displace existing services provided by companies such as West Corporation, TeleTech Holdings, Inc. and others in the customer relationship management (CRM) category. We will continue to compete with EasyLink Services Corporation, Critical Path, Inc., DoubleClick Inc. and j2 Global Communications, Inc. in the Data Communications category. Additionally, we compete with a range of equipment and software providers that enable enterprises to address these requirements internally.

 

In all cases, our strategy is to gain a competitive advantage in winning and keeping customers by innovating new technology-driven services and supporting them with superior customer service. We believe our broad range of communications and data services provides Premiere Global an advantage over many of our

 

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competitors that have more limited service offerings. In addition, our global reach allows us to pursue contract opportunities with multinational enterprises providing an advantage over competitors that only focus on limited geographies.

 

Suppliers

 

We purchase telecommunications services and equipment for use in our operations from a variety of suppliers. Some of our telecommunications supply agreements contain commitments that require that we purchase a minimum amount of services through 2009. These costs total approximately $15.4 million, with annual costs of approximately $9.8 million, $3.5 million, $1.0 million, $0.9 million and $0.2 million in 2005 through 2009, respectively.

 

Government Regulation

 

Federal, state, local and international laws regulating the provision of traditional telecommunications services may adversely impact our business. We believe that our business segments operate as providers of unregulated information services. Consequently, we do not believe that we are subject to Federal Communications Commission (FCC) or state public utility commission regulations applicable to providers of traditional telecommunications services in the U.S However, we may be affected by regulatory decisions, trends or policies issued or implemented by such federal, state, local or international telecommunications regulatory authorities. In addition, those authorities may seek to regulate, or impose requirements with respect to, the services provided by us. For example, we recently received letters from the Investigations and Hearing Division of the FCC’s Enforcement Bureau regarding filing and remittance requirements applicable to traditional telephone companies. Management believes that we exercise reasonable efforts to monitor telecommunications laws, regulations, decisions and trends and to comply with any applicable legal requirements. However, if we fail to comply with any such government authorities as a provider of traditional telephone services, we could, nevertheless, be temporarily prohibited from providing portions of our services, be required to restructure portions of our services or be subject to ongoing reporting and compliance obligations, including being subject to litigation, fines or other penalties for any non-compliance. We monitor applicable legislation and regulatory developments to minimize the risk of our participation in activities that could contravene telemarketing, anti-spam and other applicable legal and regulatory requirements.

 

Federal, state and international laws regulate telemarketing practices, and may adversely impact our business and that of our customers and potential customers. The FCC promulgated rules in 1992 to implement the Telephone Consumer Protection Act of 1991 (TCPA). These rules, among others, regulate telemarketing methods and activities, including the use of pre-recorded messages, the time of day when telemarketing calls may be made, maintenance of company-specific “do not call” databases and restrictions on unsolicited facsimile advertising. Facsimile broadcast providers, such as our Data Communications business segment, generally are not liable for their customers’ violations of the TCPA, although facsimile broadcast providers that have a “high degree of involvement” in their customers’ facsimile advertisements or “actual knowledge” of a customer’s violation of the TCPA may be held liable under the TCPA. Although Data Communications has conducted its operations to meet the facsimile broadcaster provider exemption, third parties may seek to challenge this exemption, which could lead to litigation by private parties and governmental bodies, including governmental enforcement actions, and could result in damages, regulatory fines and penalties and the accompanying costs and uncertainties of such litigation and enforcement actions.

 

In 2003, the FCC amended its rules under the TCPA. The FCC retained an exemption from liability for sending unsolicited commercial facsimile advertisements for facsimile broadcast providers which solely transmit such advertisements on behalf of others. However, the FCC ordered that a sender may fax unsolicited commercial advertisements only to those from whom the sender has received prior express consent in writing. The 2003 rule amendments modified the FCC’s prior policy, which permitted such faxes when an “established business relationship” existed between the sender of a commercial unsolicited facsimile advertisement and the recipient. Several parties challenged the new rules, and the FCC has delayed the requirement to have prior written consent and the deletion of the established business relationship exemption until June 30, 2005. The FCC is also reviewing several appeals of these rules. We cannot predict the outcome of these proceedings. However, if the FCC decides to retain the rule amendments that deleted the established business relationship exemption, and requires advance written consent, these actions could have a material adverse effect on our customers’ use of our Data Communications’ services.

 

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In addition, our Data Communications’ operations may be subject to state laws and regulations regulating the unsolicited transmission of facsimiles. We monitor such federal and state laws and regulations, and our service agreement with customers generally state that our customers are responsible for their compliance with all applicable laws and regulations. We could, nevertheless, be subject to litigation, enforcement actions, fines, losses and possible other relief under such laws and regulations.

 

The FCC, with the Federal Trade Commission (FTC), has also instituted a national “do not call” registry for residential and wireless telephone numbers. Telemarketers are barred from calling consumers who register their telephone numbers in the national database. In summary, with certain exceptions, telemarketers are required to access the list before engaging in telemarketing in any particular area code. Data Communications, as a service provider to companies that engage in telemarketing, has subscribed to the federal do not call registry. Although we believe we have taken the necessary steps to ensure compliance with the do not call registry and other rule amendments, regulators or third parties could seek to challenge our compliance with the federal do not call registry, federal telemarketing laws, and FCC and FTC rules. The national do not call registry, while currently in effect, remains subject to legal challenges in federal court.

 

In addition, to the federal legislation and regulations, there are numerous state statutes and regulations governing telemarketing activities, including state do not call list requirements and state registration and bonding requirements. Data Communications has compliance policies in place with regarding to telemarketing laws and regulations; however, there can be no assurance that we would not be subject to litigation by private parties and governmental bodies, including governmental enforcement actions, alleging a violation of state or federal telemarketing laws or regulations, and could result in damages, regulatory fines and penalties and the accompanying costs and uncertainties of such litigation and enforcement actions.

 

A number of states have adopted laws restricting and/or governing the distribution of unsolicited e-mails, or spam. Other states are considering similar legislation. Federal legislation, also know as “Can Spam”, regulates unsolicited commercial e-mails. The Can Spam law requires unsolicited e-mail marketing messages to have a valid return address. E-mail marketers are also required to remove customers from their mailing lists if requested. The Can Spam law allows the FTC to impose fines, and gives state attorneys general the power to bring lawsuits. The Can Spam law also preempts state laws in many respects, although it allows states to continue to regulate deceptive e-mails. Data Communications provides a service for its customers to distribute e-mails, including e-mails that may be subject to these laws. We have implemented procedures that we believe comply with our obligations under the law. We have a policy that prohibits the use of our services to send spam and requires our customers to comply with all laws and regulations pertaining to spam, but there can be no assurance that we would not be subject to litigation alleging a violation of applicable federal and state laws.

 

A number of legislative and regulatory proposals are under consideration by federal and state lawmakers and regulatory bodies and may be adopted with respect to the Internet. Some of the issues that such laws or regulations may cover include user privacy, obscenity, fraud, pricing and characteristics and quality of products and services. The adoption of any such laws or regulations may decrease the growth of e-commerce, which could in turn decrease the projected demand for our Web-based services or increase our costs of doing business. In addition, the sending of unsolicited commercial e-mail through our network could result in third parties asserting claims against us. Moreover, the applicability to the Internet of existing U.S. and international laws governing issues such as property ownership, copyright, trade secret, libel, taxation and personal privacy is uncertain and developing. Any new legislation or regulation, or application or interpretation of existing laws, could have a material adverse effect on our business, financial condition and results of operations.

 

In conducting our business, we are also subject to various laws and regulations relating to commercial transactions generally, such as the Uniform Commercial Code and are also subject to the electronic funds transfer rules embodied in Regulation E promulgated by the Federal Reserve. It is possible that Congress, the states or various government agencies could impose new or additional requirements on the electronic commerce market or entities operating therein. If enacted, such laws, rules and regulations could be imposed on our business and industry and could have a material adverse effect on our business, financial condition or results of operations. Our international activities also are subject to regulation by various international authorities and the inherent risk of unexpected changes in such regulation.

 

In addition, our international activities also are subject to regulation by various international authorities and the inherent risk of unexpected changes in such regulation. For example, the European Privacy and Communication Directive imposes restrictions on sending unsolicited communications to individuals via automatic calling machines, fax and e-mail, including SMS messages. Generally, companies are required to obtain “prior explicit”, or opt-in, consent before they can contact users via this type of marketing.

 

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Proprietary Rights and Technology

 

Our ability to compete is dependent in part upon our proprietary rights and technology. We currently have three issued U.S. patents relating to our fax distribution services, each of which will expire in 2013. We also have two pending Canadian patent applications and one pending U.S. patent application relating to our document generation and delivery services. In addition, we have two issued U.S. patents, a Canadian patent, a UK patent and two pending U.S. patent applications relating to our conferencing services. Of the patents relating to conferencing services, one U.S. patent expires in 2007 and one in 2010, and the Canadian and UK patents each expire in 2008. In addition, we own and use a number of federally registered trademarks and pending applications for trademarks, including Premiere Global ServicesSM, PGI & DesignSM, ReadyConference®, Auditorium®, VisionCast®, ReadyCast®, SoundCast®, GlobalMeetSM, faxREACH®, voiceREACH®, messageREACH® and smsREACHSM. We own applications and registrations for many of these and other trademarks and service marks in the U.S. and in other countries. We rely primarily on a combination of intellectual property laws and contractual provisions to protect our proprietary rights and technology. These laws and contractual provisions provide only limited protection of our proprietary rights and technology, which include confidential information and trade secrets that we attempt to protect through confidentiality and nondisclosure provisions in our agreements. We typically attempt to protect our confidential information and trade secrets through these contractual provisions for the terms of the applicable agreement and, to the extent permitted by applicable law, for some negotiated period of time following termination of the agreement. Despite our efforts to protect our proprietary rights and technology, there can be no assurance that third parties will not misappropriate our proprietary rights or technology or independently develop technologies that are similar or superior to our technology.

 

Available Information

 

Our corporate Internet address is www.premiereglobal.com. We have made available free of charge through our Web site (follow the “Shareholder Information” tab to “SEC Filings”) our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as practicable after such material was electronically filed with, or furnished to, the Securities and Exchange Commission (SEC).

 

Employees

 

As of December 31, 2004, we employed approximately 2,230 people. Our employees are not represented by a labor union or covered by any collective bargaining agreements. We consider our employee relations to be good.

 

Item 2. Properties

 

Our corporate headquarters occupy approximately 42,000 square feet of office space in Atlanta, Georgia under a lease expiring August 2007 and approximately 11,000 additional square feet of office space in the same location under a lease expiring August 2006. This office space also includes both Data Communications’ and Conferencing & Collaboration’s corporate headquarters. Data Communications occupies additional office space of approximately 45,000 square feet in Tinton Falls, New Jersey under a lease expiring in May 2016. Conferencing & Collaboration occupies additional office space of approximately 106,000 square feet in Colorado Springs, Colorado under a lease expiring August 2006, and approximately 46,000 square feet of office space in Lenexa, Kansas under a lease expiring August 2009.

 

We also lease various data and switching centers and sales offices within and outside the U.S. We believe that our current facilities and office space are sufficient to meet our present needs and do not anticipate any difficulty securing additional space, as needed, on terms acceptable to us.

 

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Item 3. Legal Proceedings

 

We have several litigation matters pending, as described below, which we are defending vigorously. Due to the inherent uncertainties of the litigation process and the judicial system, we are unable to predict the outcome of such litigation matters. If the outcome of one or more of such matters is adverse to us, it could have a material adverse effect on our business, financial condition and results of operations.

 

A lawsuit was filed in November 1998 against us and certain of our officers and directors in the Southern District of New York. Plaintiffs were shareholders of Xpedite Systems, Inc., who acquired our common stock upon our acquisition of Xpedite. Plaintiffs allege causes of action against us for breach of contract, against all defendants for negligent misrepresentation, violations of Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and against the individual defendants for violation of Section 15 of the Securities Act. Plaintiffs seek undisclosed damages together with pre- and post-judgment interest, recission or recissory damages as to violation of Section 12(a)(2) of the Securities Act, punitive damages, costs and attorneys’ fees. The defendants’ motion to transfer venue to Georgia has been granted. The defendants’ motion to dismiss has been granted in part and denied in part. By order dated September 26, 2003, the district court granted in its entirety the defendants’ motion for summary judgment and denied as moot the defendants’ motion in limine. On September 23, 2004, the U.S. Court of Appeals for the Eleventh Circuit affirmed as to the dismissal of the negligent misrepresentation claim and the claim under Section 12. The Eleventh Circuit reversed and remanded for further proceedings on the Section 11 claim. On October 14, 2004, defendants filed a motion for partial rehearing and partial rehearing en banc as to the Eleventh Circuit’s ruling on the Section 11 claim. That motion was denied by the Eleventh Circuit by Order dated November 22, 2004. Thereafter, we filed a motion to stay mandate pending filing of petition for writ of certiorari in the U. S. Supreme Court. That motion was also denied by the Eleventh Circuit by Order dated December 14, 2004. The case has now been remanded to the district court, with only the Section 11 claim remaining. In February 2005, we filed a petition for writ of certiorari in the U.S. Supreme Court for review of the Eleventh Circuit’s Order, which is pending. Also in February 2005, we filed a renewed motion for summary judgment and renewed motion in limine to exclude expert opinions in the district court. Those motions are also pending.

 

In December 2001, our subsidiary, Voice-Tel Enterprises, LLC, filed a complaint against Voice-Tel franchisees, JOBA, Inc. and Digital Communication Services, Inc. in the U.S. District Court for the Northern District of Georgia. The complaint sought injunctive relief and a declaratory judgment with respect to Voice-Tel’s right to terminate the franchise agreements with JOBA and Digital. In January 2002, JOBA and Digital answered the complaint and asserted counterclaims against Voice-Tel for alleged breach of franchise agreements and other alleged franchise-related agreements. JOBA and Digital also asserted third-party claims alleging tortious interference of contract against us and our subsidiary, Premiere Communications, Inc. In January 2002, plaintiffs and third-party defendants filed responses and answers to the counterclaims and third-party complaint, and Voice-Tel filed additional breach of contract and tort claims against JOBA and Digital. The Digital franchise agreement contained a mandatory arbitration provision, which was not found in the JOBA franchise agreement, and the breach of franchise claims pertaining to Digital were severed and sent to arbitration, which was concluded in the summer of 2003. In July 2002, Voicecom Telecommunications, LLC, which is not our affiliate, was added as a party plaintiff in the lawsuit against JOBA and Digital. In March 2003, the court granted our motion for summary judgment, and dismissed PCI and us from the case. The court also granted partial summary judgment in favor of each of the parties, narrowing the claims for trial. In 2004, JOBA requested that the court reconsider an earlier ruling that precluded JOBA from amending its counterclaim to add a claim for alleged constructive termination of the franchise agreement by Voice-Tel. In September 2004, the court granted JOBA’s request for leave to amend its counterclaim to add a claim for alleged constructive termination of the franchise agreement. In December 2004, Voice-Tel and Voicecom moved the court to consolidate this case with another pending franchisor-franchisee dispute between Voicecom and JOBA. No date has been set for trial.

 

In March 2004, in a separate action, JOBA filed a third-party complaint against PCI, Voice-Tel and us. The claims were filed in a lawsuit pending in the State Court of Fulton County, Georgia, between JOBA, and its current franchisor, Voicecom, in which Voicecom sought a declaratory judgment with respect to its rights and/or responsibilities under an equipment, sales and service term sheet. Voice-Tel had served as the franchisor to JOBA from 1997 until March 2002, when Voicecom acquired substantially all of the assets of PCI and Voice-Tel, including the JOBA franchise agreement. The third-party claims by JOBA against PCI, Voice-Tel and us purport to arise out of the same transactions and occurrences that form the subject matter of litigation currently pending (or which had been dismissed) in federal court in the Northern District of Georgia. In April 2004, we answered and responded to the third-party complaint in State Court of Fulton County, and, among other things, filed motions to dismiss the third-party complaint, strike portions of the third-party complaint and stay proceedings. JOBA

 

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responded to our motions and filed certain offensive motions to which the third-party defendants responded and objected. No discovery has been taken in that case, and the court has not yet ruled on any pending motions. A hearing is scheduled on all pending motions on March 31, 2005.

 

We have received letters from A2D, L.P., an affiliate of Ronald A. Katz Technology Licensing, L.P. informing us of the existence of certain of Katz’s patents and the potential applicability of those patents to certain of our services. The letters also include an offer to us of a non-exclusive license to the Katz portfolio of patents. We are currently considering the matter raised in these letters, and no legal proceedings have been instituted at this time. If the Katz patents are valid, enforceable and apply to certain of our services, we may seek a license from A2D. If we decide to seek such a license, it is uncertain as to the terms upon which we may be able to negotiate and obtain a license, if at all, as well as to the amount of the possible one-time and recurring license fees which we may be required to pay.

 

In September 2004, Captaris, Inc. filed suit against our Data Communications’ subsidiary, Xpedite, in the U.S. District Court for the Western District of Washington alleging breach of contract in connection with license and reseller agreements for Captaris’ e-document delivery technology executed by the parties in September 2003. The agreements provided that the parties would cooperate in providing mutual resale opportunities for each other’s services and provide for minimum compensation to Captaris of $2.0 million over a three-year period. Captaris seeks damages of in an unspecified amount, not less than $250,000, plus interest. We withheld this amount, which was the initial payment due in September 2004, from the amounts owing to Captaris under the agreements on the grounds that Captaris had not performed its obligations under such agreements. In January 2005, we answered the complaint denying that any money is due as a result of Captaris’ failure to perform its obligations under the agreements, and filed a counterclaim against Captaris alleging that the license agreement was unenforceable because the parties did not reach agreement on its essential terms, and alternatively, for breach of contract, breach of Captaris’ duty of good faith and fair dealing and contractual warranties and anticipatory repudiation. We seek damages in an amount to be determined at trial.

 

On February 22, 2005, Paul Worsham filed a purported class action in the Circuit Court for Montgomery County, Maryland against our Data Communications subsidiary, Xpedite. The complaint alleges that we transmitted prerecorded telephone calls advertising Data Communications’ services to telephone numbers in Maryland, including to Mr. Worsham’s telephone number, in violation of the federal TCPA and applicable FCC rules. The complaint also alleges violations of federal caller identification requirements under FCC rules and violations of the Maryland Telephone Consumer Protection Act. The complaint seeks statutory damages under the federal and Maryland statutes for each violation and injunctive relief. We have 30 days from the date of service to file an answer in this matter, and the court has scheduled a scheduling conference for May 27, 2005. We may be entitled to indemnification or contribution from other non-parties to this action. The outcome of these matters, including the plaintiff’s success in achieving class certification, is uncertain at this time.

 

The previously disclosed claims between our Data Communications’ subsidiary, Xpedite, and Cable &Wireless USA, Inc. have been resolved by the parties in connection with C&W’s bankruptcy case’s claim resolution process.

 

We are also involved in various other legal proceedings which we do not believe will have a material adverse effect upon our business, financial condition or results of operations, although no assurance can be given as to the ultimate outcome of any such proceedings.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

No matter was submitted to a vote of our security holders during the fourth quarter of the fiscal year covered by this report.

 

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Part II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Our common stock, $.01 par value per share, traded on the Nasdaq National Market under the symbol “PTEK” since our initial public offering on March 5, 1996 until January 3, 2005 when we transferred the listing of our common stock to the NYSE under the symbol “PGI”. The following table sets forth the high and low closing sales prices of our common stock as reported on the Nasdaq National Market for the periods indicated.

 

2004


   High

   Low

Fourth Quarter

   $ 11.27    $ 8.41

Third Quarter

     12.14      7.62

Second Quarter

     11.55      9.68

First Quarter

   $ 10.60    $ 8.43

2003


   High

   Low

Fourth Quarter

   $ 9.80    $ 8.01

Third Quarter

     8.74      5.19

Second Quarter

     5.20      3.70

First Quarter

   $ 4.54    $ 3.29

 

The closing price of our common stock as reported on the NYSE on March 11, 2005 was $10.41. As of March 1, 2005 there were 535 record holders of our common stock.

 

We have never paid cash dividends on our common stock, and the current policy of our board of directors is to retain any available earnings for use in the operation and expansion of our business. The payment of cash dividends on our common stock is unlikely in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board and will depend upon our earnings, capital requirements, financial condition and any other factors deemed relevant by our board.

 

In June 2004, we entered into a three-year, senior secured revolving credit facility with Bank of America, N.A., as agent, which we amended in February 2005 to increase the line to $180.0 million, among other things. See “Management’s Discussion and Analysis.” The credit agreement related to our line of credit contains customary prohibitions on our ability to declare any cash dividends on our common stock until all obligations under the line of credit are paid in full and all letters of credit have been terminated.

 

Issuer Purchases of Equity Securities

 

In the fourth quarter of 2004, we did not purchase any shares under our stock repurchase plan. The remaining maximum number of shares that may yet be purchased under the plan as of December 31, 2004 was 4,452,038.

 

Item 6. Selected Financial Data

 

The following selected consolidated statement of operations data, balance sheet data, and cash flow data as of and for the years ended December 31, 2004, 2003, 2002, 2001 and 2000 have been derived from our audited consolidated financial statements. The selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes hereto.

 

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     Year Ended December 31,

 
     2004

    2003

    2002

    2001

    2000

 
     (in thousands, except per share data)  

Statement of Operations Data:

                                        

Revenues

   $ 449,371     $ 381,280     $ 341,253     $ 330,416     $ 303,244  

Operating income (loss)

     71,394       37,199       24,905       (177,142 )     (58,206 )

Income (loss) from continuing operations attributable to common and common equivalent shares for:

                                        

—basic income (loss) per share

     40,685       26,913       14,423       (209,658 )     (46,602 )

—diluted income (loss) per share

     42,071       27,886       14,423       (209,658 )     (46,602 )

Income (loss) from continuing operations per common and common equivalent shares for:

                                        

—basic (1)

   $ 0.63     $ 0.50     $ 0.27     $ (4.19 )   $ (0.97 )

—diluted (1)

   $ 0.58     $ 0.45     $ 0.26     $ (4.19 )   $ (0.97 )

Gain (loss) from discontinued operations

     1,195       (976 )     (12,532 )     (32,462 )     (12,264 )

Net income (loss) attributable to common and common equivalent shares for:

                                        

—basic net income (loss) per share

     41,880       25,937       1,891       (242,120 )     (58,866 )

—diluted net income (loss) per share

     43,266       26,910       1,891