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 SEPTEMBER 30, 2006.
|- | ------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                           
|  | OR                                                                                                                                        
|  |                                                                                                                                           
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.                                                 
|  |                                                                                                                                           
|  | For the transition period from ___________________ to ___________________                                                                 

COMMISSION FILE NUMBER: 001-13577

PREMIERE GLOBAL SERVICES, INC.
(Exact name of registrant as specified in its charter)GEORGIA 
(State or other jurisdiction of incorporation or organization)

59-3074176
(I.R.S. Employer Identification No.)

3399 PEACHTREE ROAD NE
THE LENOX BUILDING, SUITE 700
ATLANTA, GEORGIA 30326
(Address of principal executive offices, including zip code)(404) 262-8400 
(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. YesxNoo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the
Exchange Act (Check one):

|Large accelerated filerx |  | Accelerated filero |  | Non-accelerated filero
|------------------------ |  | ------------------ |  | ----------------------

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YesoNox

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 November 3, 2006
|----------------------------- | -------------------------------
|Common Stock, $0.01 par value | 70,166,889 Shares              

---

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIESINDEX TO FORM 10-QPagePART I
	
	FINANCIAL INFORMATIONItem 1
	
	Condensed Consolidated Financial StatementsCondensed Consolidated Balance Sheetsas of September 30, 2006 and December 31, 2005
	
	1Condensed Consolidated Statements of Operationsfor the Three and Nine Months Ended September 30, 2006 and 2005
	
	2Condensed Consolidated Statements of Cash Flowsfor the Nine Months Ended September 30, 2006 and 2005
	
	3Notes to Condensed Consolidated Financial Statements
	
	4Item 2
	
	Managements Discussion and Analysis of Financial Conditionand Results of Operations
	
	19Item 3
	
	Quantitative and Qualitative Disclosures About Market Risk
	
	32Item 4
	
	Controls and Procedures
	
	32PART II
	
	OTHER INFORMATIONItem 1
	
	Legal Proceedings
	
	34Item 1A.
	
	Risk Factors
	
	34Item 2
	
	Unregistered Sales of Equity Securities and Use of Proceeds
	
	36Item 3
	
	Defaults Upon Senior Securities
	
	36Item 4
	
	Submission of Matters to a Vote of Security Holders
	
	36Item 5
	
	Other Information
	
	36Item 6
	
	Exhibits
	
	36SIGNATURE
	
	
	
	38EXHIBIT INDEX
	
	39PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSPREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(in thousands, except share data)September 30,
	
	
	
	December 31,2006
	
	
	
	2005ASSETS
	
	
	(Unaudited)CURRENT ASSETSCash and equivalents
	
	$
	22,609
	
	
	$
	20,508Accounts receivable (less allowances of $6,429 and $7,560, respectively)
	
	
	87,635
	
	
	
	79,417Prepaid expenses and other current assets
	
	
	7,874
	
	
	
	5,209Deferred income taxes, net
	
	
	12,303
	
	
	
	12,392Total current assets
	
	
	130,421
	
	
	
	117,526PROPERTY AND EQUIPMENT, NET
	
	
	84,918
	
	
	
	75,742OTHER ASSETSGoodwill
	
	
	293,099
	
	
	
	257,565Intangibles, net of amortization
	
	
	40,368
	
	
	
	39,662Deferred income taxes, net
	
	
	221
	
	
	
	837Other assets
	
	
	5,085
	
	
	
	3,958$
	554,112
	
	
	$
	495,290LIABILITIES AND SHAREHOLDERS' EQUITYCURRENT LIABILITIESAccounts payable
	
	$
	37,738
	
	
	$
	37,745Income taxes payable
	
	
	4,675
	
	
	
	4,394Accrued taxes
	
	
	7,659
	
	
	
	6,148Accrued expenses
	
	
	27,046
	
	
	
	34,439Current maturities of long-term debt and capital lease obligations
	
	
	1,430
	
	
	
	799Current portion of accrued restructuring costs
	
	
	2,808
	
	
	
	1,800Total current liabilities
	
	
	81,356
	
	
	
	85,325LONG-TERM LIABILITIESLong-term debt and capital lease obligations
	
	
	159,376
	
	
	
	99,675Accrued expenses
	
	
	4,574
	
	
	
	6,540Total long-term liabilities
	
	
	163,950
	
	
	
	106,215COMMITMENTS AND CONTINGENCIES(Note 9)SHAREHOLDERS' EQUITYCommon stock, $.01 par value; 150,000,000 shares authorized, 70,126,847 and71,703,933 shares issued and outstanding in 2006 and 2005, respectively
	
	
	701
	
	
	
	717Additional paid-in capital
	
	
	662,146
	
	
	
	681,719Notes receivable, shareholder
	
	
	(1,977
	)
	
	
	(1,896
	)Cumulative translation adjustment
	
	
	789
	
	
	
	(3,554
	)Accumulated deficit
	
	
	(352,853
	)
	
	
	(373,236
	)Total shareholders equity
	
	
	308,806
	
	
	
	303,750$
	554,112
	
	
	$
	495,290Accompanying notes are integral to these condensed consolidated financial statements.1

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except share and per share data)Three Months Ended
	
	
	Nine Months EndedSeptember 30,
	
	
	September 30,2006
	
	
	2005
	
	
	2006
	
	
	2005(Unaudited)

	

	

	(Unaudited)Revenues
	
	$
	122,118
	
	$
	120,949
	
	$
	369,411
	
	$
	380,266Operating Expenses:Cost of revenues (exclusive of depreciation shown separatelybelow)
	
	
	49,571
	
	
	43,139
	
	
	147,171
	
	
	136,635Selling and marketing
	
	
	31,382
	
	
	30,997
	
	
	97,941
	
	
	97,740General and administrative
	
	
	15,442
	
	
	15,275
	
	
	44,021
	
	
	43,713Research and development
	
	
	3,118
	
	
	2,742
	
	
	8,768
	
	
	7,801Depreciation
	
	
	6,208
	
	
	5,400
	
	
	17,973
	
	
	18,325Amortization
	
	
	3,279
	
	
	3,565
	
	
	9,526
	
	
	10,015Restructuring costs
	
	
	928
	
	
	2,745
	
	
	4,018
	
	
	3,285Total operating expenses
	
	
	109,928
	
	
	103,863
	
	
	329,418
	
	
	317,514Operating income
	
	
	12,190
	
	
	17,086
	
	
	39,993
	
	
	62,752Other (Expense) Income:Interest expense
	
	
	(2,548
	)
	
	(1,677
	)
	
	(6,454
	)
	
	(3,926
	)Interest income
	
	
	74
	
	
	61
	
	
	305
	
	
	481Loss on sale of marketable securities
	
	
	
	
	
	
	
	
	
	
	
	(116
	)Other, net
	
	
	(228
	)
	
	60
	
	
	(197
	)
	
	126Total other (expense) income
	
	
	(2,702
	)
	
	(1,556
	)
	
	(6,346
	)
	
	(3,435
	)Income from continuing operations before income taxes
	
	
	9,488
	
	
	15,530
	
	
	33,647
	
	
	59,317Income tax expense
	
	
	2,771
	
	
	6,008
	
	
	13,264
	
	
	23,175Income from continuing operations
	
	$
	6,717
	
	$
	9,522
	
	$
	20,383
	
	$
	36,142DISCONTINUED OPERATIONS:Loss from operations of Voicecom
	
	
	
	
	
	
	
	
	
	
	
	(1,952
	)Income tax benefit
	
	
	
	
	
	
	
	
	
	
	
	(683
	)Loss on discontinued operations
	
	
	
	
	
	
	
	
	
	
	
	(1,269
	)Net income
	
	$
	6,717
	
	$
	9,522
	
	$
	20,383
	
	$
	34,873BASIC AND DILUTED EARNINGS:Income from continuing operations
	
	$
	6,717
	
	$
	9,522
	
	$
	20,383
	
	$
	36,142Net income
	
	$
	6,717
	
	$
	9,522
	
	$
	20,383
	
	$
	34,873BASIC WEIGHTED AVERAGE SHARES OUTSTANDING
	
	
	67,919
	
	
	70,326
	
	
	69,375
	
	
	70,437Basic earnings per share:Continuing operations
	
	$
	0.10
	
	$
	0.14
	
	$
	0.29
	
	$
	0.51Discontinued operations
	
	$
	
	
	$
	
	
	$
	
	
	$
	(0.01
	)Net income
	
	$
	0.10
	
	$
	0.14
	
	$
	0.29
	
	$
	0.50DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING
	
	
	68,611
	
	
	72,417
	
	
	70,147
	
	
	72,457Diluted earnings per share:Continuing operations
	
	$
	0.10
	
	$
	0.13
	
	$
	0.29
	
	$
	0.50Discontinued operations
	
	$
	
	
	$
	
	
	$
	
	
	$
	(0.02
	)Net income
	
	$
	0.10
	
	$
	0.13
	
	$
	0.29
	
	$
	0.48Accompanying notes are integral to these condensed consolidated financial statements.2

PREMIERE GLOBAL SERVICES, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)Nine Months EndedSeptember 30,2006
	
	
	
	2005(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet income
	
	$
	20,383
	
	
	$
	34,873Adjustments to reconcile net income to net cash provided by operating activities:Loss on discontinued operations
	
	
	
	
	
	
	1,269Depreciation
	
	
	17,973
	
	
	
	18,325Amortization
	
	
	9,526
	
	
	
	10,015Amortization of deferred financing costs
	
	
	366
	
	
	
	338Loss on sale of marketable securities, available for sale
	
	
	
	
	
	
	116Payments for legal settlements and related expenses
	
	
	(2,496
	)
	
	
	Deferred income taxes
	
	
	(74
	)
	
	
	8,712Loss (gain) on disposal of assets
	
	
	278
	
	
	
	(45
	)Payments for state sales tax
	
	
	(1,204
	)
	
	
	Restructuring costs
	
	
	4,018
	
	
	
	3,285Payments for restructuring costs
	
	
	(3,534
	)
	
	
	(1,599
	)Equity based compensation
	
	
	7,830
	
	
	
	5,093Changes in assets and liabilities:Accounts receivable, net
	
	
	(5,260
	)
	
	
	(8,445
	)Prepaid expenses and other current assets
	
	
	(1,503
	)
	
	
	(1,230
	)Accounts payable and accrued expenses
	
	
	(4,477
	)
	
	
	3,689Total adjustments
	
	
	21,443
	
	
	
	39,523Net cash provided by operating activities from continuing operations
	
	
	41,826
	
	
	
	74,396Payments for discontinued operations
	
	
	(733
	)
	
	
	(1,771
	)Net cash provided by operating activities
	
	
	41,093
	
	
	
	72,625CASH FLOWS FROM INVESTING ACTIVITIESCapital expenditures
	
	
	(26,824
	)
	
	
	(22,544
	)Sale of marketable securities
	
	
	
	
	
	
	755Purchase of marketable securities
	
	
	
	
	
	
	(306
	)Business acquisitions, net of cash acquired
	
	
	(43,291
	)
	
	
	(78,097
	)Net cash used in investing activities
	
	
	(70,115
	)
	
	
	(100,192
	)CASH FLOWS FROM FINANCING ACTIVITIESPrincipal payments under borrowing arrangements
	
	
	(63,098
	)
	
	
	(52,757
	)Principal proceeds under borrowing arrangements
	
	
	120,900
	
	
	
	96,300Payments received on shareholder notes
	
	
	
	
	
	
	3,953Purchase of treasury stock, at cost
	
	
	(29,566
	)
	
	
	(24,383
	)Exercise of stock options
	
	
	2,168
	
	
	
	7,888Net cash provided by financing activities
	
	
	30,404
	
	
	
	31,001Effect of exchange rate changes on cash and cash equivalents
	
	
	719
	
	
	
	(3,052
	)NET INCREASE IN CASH AND EQUIVALENTS
	
	
	2,101
	
	
	
	382CASH AND EQUIVALENTS, beginning of period
	
	
	20,508
	
	
	
	25,882CASH AND EQUIVALENTS, end of period
	
	$
	22,609
	
	
	$
	26,264Accompanying notes are integral to these condensed consolidated financial statements.
3

1.  THE COMPANY AND ITS BUSINESS
Premiere Global Services, Inc., a Georgia corporation, is a global outsource provider of business process solutions. Our mission is to simplify and automate critical daily communications
between companies and their constituents with proprietary communication technologies-based applications hosted on our global, on-demand platform.. We go to market with solutions in four core business practices: Conferencing, which is included in our
Conferencing & Collaboration business segment, and Document Solutions, Marketing Automation and Alerts & Notifications, which are included in our Data Communications business segment.  The unaudited condensed consolidated balance sheet as of
September 30, 2006, the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2006 and 2005, the unaudited condensed consolidated statements of cash flows for the nine months ended September 30,
2006 and 2005 and related footnotes have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all
of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements. The results of operations for the three and nine months ended September 30, 2006 are not indicative of the results
that may be expected for the full fiscal year of 2006 or for any other interim period. The financial information presented herein should be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2005, which includes
information and disclosures not included herein.  All significant intercompany accounts and transactions have been eliminated in consolidation.

2. SIGNIFICANT ACCOUNTING POLICIES

Accounts Receivable
Included in accounts receivable at September 30, 2006 and December 31, 2005 was earned but unbilled revenue of approximately $6.1 million and $3.5 million, respectively. Unbilled
revenue consists of earned but not yet billed revenue at period end (September 30, 2006 and December 31, 2005), which results from non-calendar month billing cycles and the one-month lag time in billing related to certain services. Unbilled revenue
is billed within 30 days of calendar month end.
Software Development Costs
Pursuant to the American Institute of Certified Public Accountants Statement of Position (SOP) 98-1, Accounting for the Costs of Software Developed or Obtained for Internal Use,
costs incurred to develop significant enhancements to software features to be sold as part of services offerings and costs incurred to implement a new billing system at Conferencing & Collaboration and at Data Communications are being
capitalized. For the three months ended September 30, 2006 and 2005, we capitalized approximately $2.0 million and $1.8 million, respectively, of software development costs.  For the nine months ended September 30, 2006 and 2005, we
capitalized approximately $5.0 million and $4.1 million, respectively, of software development costs.  These capitalized costs are being depreciated on a straight-line basis over the estimated life of the related software, not to exceed
seven years. Depreciation expense recorded for completed phases of software development in the three and nine months ended September 30, 2006 was $1.3 million and $4.3 million, respectively.  Depreciation expense recorded for completed
phases of software development in the three and nine months ended September 30, 2005 was $0.9 million and $2.5 million, respectively.
Revenue RecognitionWe recognize revenues when persuasive evidence of an arrangement exists, services have been rendered, the price to the buyer is fixed or determinable and collectibility is reasonably assured.
Revenues consist primarily of usage fees generally based on per minute, per fax page or per transaction methods. To a lesser extent, we charge subscription fees and fixed period minimum revenue commitments.  Unbilled revenue consists of earned but
unbilled revenue which results from non-calendar month billing cycles and the one-month lag time in billing related to certain services. Deferred revenue consists of payments made by customers in advance of the time services are rendered. Our
revenue recognition policies are consistent with the guidance in Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements, as amended by SAB 101A, 101B and SAB 104.
4

State Sales TaxesWe record provisions for certain state sales tax contingencies based on the likelihood of obligation, as needed in accordance with Statement of Financial Accounting Standards (SFAS) No. 5,
Accounting for Contingencies (SFAS No. 5). Historically, we have not collected sales tax from our Conferencing & Collaboration customers or remitted sales taxes to states.  We were recently audited by the Commonwealth of
Massachusetts Department of Revenue claiming that our audio conferencing services are subject to sales tax in Massachusetts. In March 2006, we began assessing sales tax to our customers in Massachusetts as a result of this audit. In July 2006, we
paid an initial payment of approximately $1.2 million to the Commonwealth of Massachusetts Department of Revenue for taxable years prior to 2005. Amounts associated with 2005 and early 2006 are still under review and have yet to be settled. We
continue to work with Massachusetts in their on-going audit. More states may claim that we are subject to an assessment of sales taxes.  As of September 30, 2006 and December 31, 2005, we had approximately $4.4 million and $5.7 million,
respectively, accrued for certain potential state sales tax exposure comprised of sales taxes, penalties and interest. This amount is included in Accrued taxes on the face of the condensed consolidated balance sheet. We believe we are
appropriately accrued for these potential exposures. In the event that actual results differ from these estimates, we may need to adjust our sales tax liability which could materially impact our financial condition and results of operations.
Historically, we have collected and remitted sales tax from our Data Communications customers in applicable states. However, it is possible states may disagree with our method of assessing and remitting these taxes. We believe we are properly
assessing and remitting these state sales taxes in applicable jurisdictions.
Income Taxes
The provision for income taxes and corresponding balance sheet accounts are determined in accordance with SFAS No. 109, Accounting for Income Taxes (SFAS 109). Under SFAS 109, the
deferred tax liabilities and assets are determined based on temporary differences between the basis of certain assets and liabilities for income tax and financial reporting purposes, in addition to net operating loss carryforwards which are
reasonably assured of being utilized. These differences are primarily attributable to differences in the recognition of depreciation and amortization of property, equipment and intangible assets, allowances for doubtful accounts and certain employee
benefit accruals. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to future years in which the deferred tax assets or liabilities are expected to be settled or realized.  Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected to be realized.
We recorded provisions for certain asserted international and state income tax contingencies based on the likelihood of obligation, when needed, in accordance with SFAS No. 5. As of September
30, 2006 and December 31, 2005, we had approximately $4.6 million and $3.1 million, respectively, accrued for this potential exposure comprised of income taxes, penalties and interest. Since December 31, 2005, we provided for an additional
$1.5 million accrual based on the results of a preliminary audit with a state that questioned our methodology used in allocating taxable income to it from other states in which we are not subject to income tax.  We believe our methodology is
consistent with generally accepted methods used in other states but believe that it is more likely than not we will incur this liability. This amount is classified as Income taxes payable on the face of the condensed consolidated balance
sheet. In the normal course of business, we are subject to challenges from U.S. and non-U.S. tax authorities regarding the amount of taxes due. These challenges may result in adjustments of the timing or amount of taxable income or deductions or the
allocation of income among tax jurisdictions. Further, during the ordinary course of business, other changing facts and circumstances may impact our ability to utilize income tax benefits as well as the estimated taxes to be paid in future periods.
We believe we are appropriately accrued for income tax exposures. In the event that actual results differ from these estimates, we may need to adjust income tax accounts which could materially impact our financial condition and results of
operations.
Treasury Stock
All treasury stock transactions are recorded at cost. During the nine months ended September 30, 2006, we repurchased 3,662,038 shares of our common stock in the open market for approximately
$28.0 million, pursuant to our Board-approved stock repurchase programs. In addition, during the nine months ended September 30, 2006, we withheld approximately 215,000 shares of our common stock to satisfy certain of our employees tax
withholdings
5

due upon the vesting of their restricted stock grants and remitted approximately $1.6 million to the Internal Revenue Service on their behalf. During the nine months ended September 30, 2005, we repurchased 1,924,900
shares of our common stock in the open market pursuant to our prior Board-approved stock repurchase program for approximately $19.9 million.  In addition, during the nine months ended September 30, 2005, we withheld approximately 471,000 shares
of our common stock to satisfy certain of our employees tax withholdings due upon the vesting of their restricted stock grants and remitted approximately $4.5 million to the Internal Revenue Service on their behalf.
Other Comprehensive Income (Loss)Other comprehensive income (loss) represents the change in equity of a business during a period, except for investments by owners and distributions to owners. Cumulative translation adjustments
and unrealized gains on available-for-sale marketable securities represent components of other comprehensive income (loss) at September 30, 2006 and December 31, 2005.  For the nine months ended September 30, 2006 and 2005, total other comprehensive
income was approximately $24.7 million and $30.5 million, respectively.  Accumulated other comprehensive loss was $280.4 and $305.2 million at September 30, 2006 and December 31, 2005, respectively.
New Accounting PronouncementsIn July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No.
109 (FIN 48), which clarifies the accounting for uncertainty in tax positions.  This Interpretation requires that we recognize in our financial statements the impact of a tax position if that position is more likely than not of being sustained
on audit, based on the technical merits of the position. The provisions of FIN 48 will be effective as of the beginning of our 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening
retained earnings. We are currently evaluating the impact of adopting FIN 48 on our financial statements.
In September 2006, the Securities and Exchange Commissions (SEC) staff added Section N to Staff SAB Topic 1 through the issuance of Financial Statements  Considering the Effects of
Prior Year Misstatements when Qualifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 addresses how a registrant should evaluate whether an error in its financial statements is material. The guidance in SAB 108 will be
effective for fiscal years ending after November 15, 2006. We are currently evaluating the impact of adopting SAB 108 on our financial statements.
ReclassificationsCertain prior year amounts in our condensed consolidated financial statements have been reclassified to conform to the 2006 presentation. Specifically in 2006, due to our adoption of SFAS No.
123(R), "Share-Based Payment," equity based compensation was reclassified to reflect these costs in the individual operating expense line items. Accordingly, approximately $0.1 million and $0.2 million were allocated to cost of revenues,
approximately $0.2 million and $0.7 million were allocated to selling and marketing expense, approximately $0.8 million and $4.1 million were allocated to general and administrative expense and approximately $0.1 million was
allocated to research and development expense in both periods for a total of approximately $1.2 million and $5.1 million that were reclassified for the three and nine months ended September 30, 2005, respectively. Additionally, SFAS 123(R)
required the elimination of the unearned compensation related to earlier awards against the appropriate equity accounts. As of September 30, 2006 and December 31, 2005, approximately $21.1 million and $12.6 million of unvested restricted
share compensation has been reclassified to Additional paid in capital on the face of our condensed consolidated balance sheet.
6

Goodwill and Intangible AssetsSummarized below are the carrying value and accumulated amortization of intangible assets that continue to be amortized under SFAS No. 142, Accounting For Goodwill and Other Intangible
Assets (SFAS No. 142) (in thousands):

September, 30, 2006
	
	December 31, 2005Gross
	
	
	
	Net
	
	Gross
	
	
	
	NetCarrying
	
	Accumulated
	
	Carrying
	
	Carrying
	
	Accumulated
	
	CarryingValue
	
	Amortization
	
	Value
	
	Value
	
	Amortization
	
	ValueIntangible assets subjectto amortization
	
	
	$156,516
	
	$(116,148)
	
	$40,368
	
	$146,012
	
	$(106,350)
	
	$ 39,662Intangible assets are amortized on a straight-line basis with an estimated useful life between three and five years. Amortization expense for the intangible assets above is expected to be
approximately $3.5 million for the remainder of 2006, $14.0 million in 2007, $11.1 million in 2008, $7.3 million in 2009, $3.0 million in 2010 and $0.7 million in 2011.
Goodwill and intangible assets by reportable business segment at September 30, 2006 and December 31, 2005 (in thousands):
Conferencing &
	
	
	DataCollaboration
	
	
	Communications
	
	
	TotalGoodwill carrying value at December 31, 2005
	
	$
	138,836
	
	$
	118,729
	
	$
	257,565Additions and adjustments
	
	
	
	
	
	21,224
	
	
	14,310
	
	
	35,534Goodwill carrying value at September 30, 2006
	
	$
	160,060
	
	$
	133,039
	
	$
	293,099Intangibles carrying value at December 31, 2005
	
	$
	23,423
	
	$
	16,239
	
	$
	39,662Additions and adjustments
	
	
	
	
	
	6,796
	
	
	3,436
	
	
	10,232Amortization
	
	
	
	
	
	(4,590
	)
	
	(4,936
	)
	
	(9,526
	)Intangibles carrying value at September 30, 2006
	
	$
	25,629
	
	$
	14,739
	
	$
	40,3683
	.
	
	RESTRUCTURING COSTSConsolidated restructuring costs at December 31, 2005 and September 30, 2006 are as follows (in thousands):Accrued Costs at
	
	
	2006 Charge to
	
	
	
	
	Accrued Costs atConsolidated
	
	
	December 31, 2005
	
	
	Operations
	
	
	Payments
	
	September 30, 2006Accrued restructuring costs:Severance and exit costs
	
	$
	909
	
	$
	3,415
	
	$
	2,483
	
	$
	1,841Contractual obligations
	
	
	3,923
	
	
	603
	
	
	1,051
	
	
	3,475Accrued restructuring costs
	
	$
	4,832
	
	$
	4,018
	
	$
	3,534
	
	$
	5,316Realignment of Workforce  2006During the nine months ended September 30, 2006, we continued to execute our long-range plans that began during 2005 to consolidate duplicative business processes and functions, primarily in
finance, between Conferencing & Collaboration and Data Communications within Europe and North America. We expect further restructuring costs as we finalize the execution of these plans during 2006. As a result of these consolidation efforts, we
recorded restructuring costs for future severance payments of approximately $3.6 million for approximately 45 employees in the customer service, finance, operations and sales and marketing functions in all regions of both
7

business segments. In addition, we recorded $0.6 million of lease termination costs associated with five locations that we vacated as a result of consolidation efforts between our two business segments.  We expect to
pay the severance obligations and a majority of the lease termination costs during 2006 and 2007. Our reserve for these restructuring costs at September 30, 2006 was $1.9 million.
Realignment of Workforce - 2005
During 2005, we executed a long-range plan to consolidate duplicative business processes and functions and re-align our sales force.  This plan encompasses managing ourselves under the
Premiere Global Services brand name as opposed to separate businesses. As a result of this plan, we have recorded restructuring costs for future severance payments of $3.3 million.  During the first half of 2005, these costs were
associated with a reduction in workforce of approximately 20 employees in various European country-level and North America finance functions in our Data Communications business segment. During the third quarter of 2005, these costs were associated
with a reduction in workforce of approximately 90 employees in selling and marketing, operations and finance functions at both business segments, primarily in North America and Europe.  The reduction in non-financial functions was the result of the
significant declines during the third quarter in our legacy North America broadcast fax services and weakness in our Data Communications European operations. The reduction in financial functions during the third quarter was the result of the
continuation of a long-range plan, in which we incurred restructuring charges in the first and second quarters of 2005 to consolidate duplicative business processes and functions, primarily in finance, within Europe and North America. In the nine
months ended September 30, 2006 and 2005, we paid approximately $0.7 million and $1.0 million, respectively, related to severance and exit costs. In addition, in the second quarter of 2006, we adjusted the restructuring reserve in Europe by
$0.2 million as a result of actual severance payments to certain individuals being less than originally estimated. Management expects to pay the remaining severance obligations during 2006. Our reserve for these restructuring costs at September
30, 2006 was $0.1 million.
4. MARKETABLE SECURITIES, AVAILABLE FOR SALE
During 2005, we bought and sold securities of various companies operating in the same industries as Conferencing & Collaboration and Data Communications. During the three months ended March
31, 2005, we sold the remaining shares of these investment securities for aggregate proceeds of $0.8 million less commissions, recognizing a loss of $0.1 million.  As of September 30, 2006, we did not hold any marketable securities of
companies that are publicly traded.
5. ACQUISITIONS
We seek to acquire complementary companies that increase our market share and provide us with additional customers, technologies, applications and sales personnel.  All revenues and related
costs from these transactions have been included in our consolidated financial statements as of the effective date of each acquisition.
Conferencing & Collaboration
In September 2006, Conferencing & Collaboration acquired certain assets and the stock of eNunciate Corporation (Enunciate Conferencing), a Canadian-based provider of audio and Web
conferencing services. We paid $25.9 million in cash at closing and $0.6 million in transaction fees and closing costs. We funded the purchase through our line of credit.  We followed SFAS No. 141, Business Combinations (SFAS No.
141), and approximately $0.2 million has been allocated to acquired fixed assets, $0.1 million has been allocated to other acquisition liabilities, $6.1 million has been allocated to identifiable customer lists and $0.2 million has
been allocated to a non-compete agreement, with the identifiable customer lists and non-compete agreement amortized over five-year useful lives. Because we have not finalized the closing balance sheet, the residual $20.1 million of the aggregate
purchase price has been allocated preliminarily to goodwill, which is subject to a periodic impairment assessment in accordance with SFAS No. 142.
8

In August 2005, Conferencing & Collaboration acquired all of the outstanding stock of Netspoke, Inc., a U.S.-based provider of audio and Web conferencing services. We paid $23.4 million
in cash at closing and $0.5 million in transaction fees and closing costs. We funded the purchase through our line of credit. We followed SFAS No. 141, and approximately $1.1 million of the aggregate purchase price has been allocated to
acquired working capital, $0.7 million has been allocated to acquired fixed assets, $1.7 million has been allocated to severance and certain other acquisition liabilities, $2.9 million has been allocated to identifiable customer lists,
$1.0 million has been allocated to developed technology and $0.6 million has been allocated to a non-compete agreement, with the identifiable customer lists, developed technology and non-compete agreement amortized over five-year useful
lives. In addition, $1.8 million has been allocated to long-term deferred tax liabilities to record the step-up in basis for the customer intangible assets purchased. The residual $21.1 million of the aggregate purchase price has been
allocated to goodwill, which is subject to a periodic impairment assessment in accordance with SFAS No. 142.
In June 2005, Conferencing & Collaboration acquired substantially all of the assets and assumed certain liabilities of Intelligent Meetings Corporation, a U.S.-based provider of audio and
Web conferencing services. We paid $6.2 million in cash at closing and $0.1 million in transaction fees and closing costs. We funded the purchase through our line of credit. We followed SFAS No. 141, and approximately $0.4 million of the
aggregate purchase price has been allocated to acquired working capital, $0.1 million has been allocated to acquired fixed assets, $0.1 million has been allocated to severance and certain other acquisition liabilities, $2.0 million has
been allocated to identifiable customer lists and $0.1 million has been allocated to a non-compete agreement, with the identifiable customer lists and non-compete agreement amortized over five-year useful lives. The residual $3.8 million of
the aggregate purchase price has been allocated to goodwill, which is subject to a periodic impairment assessment in accordance with SFAS No. 142.
In March 2005, Conferencing & Collaboration acquired substantially all of the assets and assumed certain liabilities of the audio and Web conferencing services business of Citizens
Communications Company, primarily servicing customers in the U.S. We paid $43.2 million in cash at closing and $0.2 million in transaction fees and closing costs. We funded the purchase through our line of credit. We followed SFAS No. 141,
and approximately $2.1 million of the aggregate purchase price has been allocated to acquired working capital, $0.9 million has been allocated to acquired fixed assets, $2.5 million has been allocated to severance and certain other
acquisition liabilities and $6.0 million has been allocated to identifiable customer lists which are being amortized over a five-year useful life. The residual $36.9 million of the aggregate purchase price has been allocated to goodwill,
which is subject to a periodic impairment assessment in accordance with SFAS No. 142.
Data Communications
In January 2006, Data Communications acquired all of the outstanding stock of Accucast, Inc., a U.S.-based provider of e-mail communications services. We paid $12.3 million in cash at
closing and $0.5 million in transaction and closing costs.  During 2006, we paid an additional $1.5 million cash purchase price upon the achievement of the first milestone target as specified in the purchase agreement. We may pay up to an
additional $1.5 million in cash purchase price based upon the achievement of additional milestone integration targets as specified in the purchase agreement. We funded the purchase through our line of credit. We followed SFAS No. 141, and
approximately $0.2 million has been allocated to acquired fixed assets, $0.3 million has been allocated to other acquisition liabilities, $2.0 million has been allocated to developed technology and $1.0 million has been allocated to
identifiable customer lists, with the identifiable customer lists and developed technology amortized over five-year useful lives. In addition, $1.1 million has been allocated to long-term deferred tax liabilities to record the step-up in basis
for the customer lists and developed technology purchased. Because we have not finalized the working capital true-up, the residual $12.5 million of the aggregate purchase price has been allocated preliminarily to goodwill, which is subject to a
periodic impairment assessment in accordance with SFAS No. 142.
Discontinued Operations
In July 2005, we settled the litigation with JOBA, Inc., a franchisee of our former Voicecom reportable segment. The parties to the consolidated actionand certain other individuals and entities entered into a settlement agreement which provided for payment in aggregate of approximately $1.1 million to JOBA by our subsidiary, Voice-Tel Enterprises, LLC, and
by a party to the litigation but unrelated to us, Voicecom Telecommunications,
9

LLC.  Approximately $0.9 million of this aggregate settlement payment was funded by Voice-Tel and approximately $0.2 million was funded by Voicecom in consideration, for among other things, dismissal of the
litigation, with prejudice, mutual releases and covenants not to sue and termination of the JOBA franchise. Voice-Tels portion of the settlement amount and approximately $0.4 million in legal fees and expenses were accrued as of June 30,
2005 and included in the Discontinued operations line item in the condensed consolidated statements of operations.
During the second quarter of 2005, we changed the estimated liability for certain lease obligations associated with the discontinued operations of our former Voicecom reportable segment. The
change is associated with the failure to sublease certain floor space that was assumed in the original estimate.
6. INDEBTEDNESS
In April 2006, we closed an amendment to our credit facility, with a syndicate led by Bank of America, N.A. that increased the amount available to us under our line of credit from $180
million to $300 million, reduced the applicable percentages across the pricing grid and extended the maturity of the credit facility from February 2009 to April 2011. The amendment also provided for an uncommitted accordion feature allowing for
an additional increase of $100 million to $400 million of the revolving credit line, subject to the terms and conditions as set forth in the amendment. The credit facility is subject to customary covenants for secured credit facilities of
this nature. Certain of our material domestic subsidiaries have guaranteed our obligations under the credit facility, which is secured by substantially all of our assets and the assets of our material domestic subsidiaries. In addition, we have
pledged as collateral all of the issued and outstanding stock of our material domestic subsidiaries and 65% of our material foreign subsidiaries. We believe that as of September 30, 2006, we were in compliance in all material respects with all covenants under our
line of credit and have obtained any required waivers or consents from lenders, as applicable. Proceeds drawn under this credit agreement may be used for refinancing of existing debt, working capital, capital expenditures, acquisitions and other
general corporate purposes. The annual interest rate applicable to borrowings under the line of credit, at our option, is the base rate (the greater of the federal funds rate plus 0.5% or the Bank of America prime rate) or LIBOR, plus, in each case,
an applicable margin which will vary based upon our leverage ratio at the end of each fiscal quarter. At September 30, 2006, the applicable margin with respect to base rate loans was 0.0%, and the applicable margin with respect to LIBOR loans was
1.00% . At September 30, 2006, our interest rate on 30-day LIBOR loans was 6.32% .  As of September 30, 2006, we had $157.1 million of borrowings outstanding and $0.9 million in letters of credit outstanding under our line of credit.
In March and September 2006, we entered into a yen denominated line of credit for ¥200.0 million and ¥300.0 million, respectively, with Sumitomo Mitsui Banking Corporation, which has an implied interest rate of 1.4% on ¥300.0 million and 1.6% on ¥200.0 million through April 2007. The principal balance at September 30, 2006 was approximately $2.5 million.
In June 2006, we entered into a capital lease for the purchase of network equipment. This capital lease has an implied interest rate of 3.1% and a term of 36 months. The principal balance at
September 30, 2006 was $0.5 million.
In March 2005, we entered into a capital lease for the purchase of various operating and network equipment. This capital lease line has an implied interest rate that varies between 2.5% and
10.5%, depending on the operating equipment being leased, and a term of 36 months. The principal balance at September 30, 2006 was $2.6 million.
In September 2004, Data Communications entered into a capital lease for the purchase of network equipment. This capital lease has an implied interest rate of 3.3% and a term of 60 months. The
principal balance at September 30, 2006 was $0.3 million.
In February 2006, we entered into a three-year $50.0 million interest rate swap at a fixed rate of 4.99%, and in August 2006, we entered into two separate three-year $12.5 million
interest rate swaps at 5.135% and 5.159% respectively. All of these swaps are exclusive of our applicable margin as stated in our credit facility. We have not designated these interest rate swaps as hedges and are accounting for them in accordance
with SFAS No.133, Accounting for Derivative Instruments and Hedging Activities. Changes in fair value, which were immaterial for the three and nine months ended September 30, 2006, are recognized in earnings.
10

At September 30, 2006, we had no other indebtedness outstanding except for the borrowings under our lines of credit and the capital lease obligations listed above.
7. EQUITY BASED COMPENSATION
On January 1, 2006, we adopted, using the modified prospective application, SFAS 123(R), Share Based Payment (SFAS 123(R)). SFAS 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values and did not change the accounting guidance for share-based payment transactions with parties other than employees provided
in SFAS 123, Accounting for Stock Based Compensation (SFAS 123), as originally issued and Emerging Issues Task Force (EITF) 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services.
Upon our adoption of SFAS 123(R), we began recording compensation cost related to the continued vesting of all stock options that remained unvested as of January 1, 2006, as well as for all new
stock option grants after our adoption date. The compensation cost to be recorded is based on the fair value at the grant date. The adoption of SFAS 123(R) did not have an effect on our recognition of compensation expense relating to the vesting of
restricted stock grants. SFAS 123(R) required the elimination of the unearned compensation related to earlier awards against the appropriate equity accounts. As of September 30, 2006, approximately $21.1 million of unvested restricted share
compensation has been reclassified to Additional paid in capital on the face of the condensed consolidated balance sheet.
Prior to the adoption of SFAS 123(R), cash flows resulting from the tax benefit related to equity based compensation was presented in our operating cash flows, along with other tax cash flows,
in accordance with the provisions of EITF 00-15, Classification in the Statement of Cash Flows of the Income Tax Benefit Received by a Company upon Exercise of a Nonqualified Employee Stock Option, (EITF 00-15). SFAS 123(R) superseded
EITF 00-15, amended SFAS 95, Statement of Cash Flows, and requires tax benefits relating to excess equity based compensation deductions to be prospectively presented in our statement of cash flows as financing cash inflows.
11

The effect of adopting SFAS 123(R) on our income from operations, income before income taxes, net income, net cash provided by operating activities, net cash provided by financing activities,
and basic and diluted earnings per share for the three- and nine-month periods ended September 30, 2006, is as follows (in thousands, except per share data):
Three Months
	
	Nine MonthsEnded
	
	EndedSeptember 30, 2006
	
	September 30, 2006Income from continuing operations, as reported
	
	$
	6,717
	
	$
	20,383Effect of adopting SFAS 123(R) on income from operations
  
  
  335
  
  
  1,367Pro forma income from continuing operations
	
	$
	7,052
	
	$
	21,750Income from continuing operations before income taxes, asReported
	
	$
	9,488
	
	$
	33,647Effect of adopting SFAS 123(R) on income before income taxes
	
	
	515
	
	
	2,100Pro forma income from continuing operations before incomeTaxes
	
	$
	10,003
	
	$
	35,747Net income, as reported
	
	$
	6,717
	
	$
	20,383Effect of adopting SFAS 123(R) on net income
	
	
	335
	
	
	1,367Pro forma net income
	
	$
	7,052
	
	$
	21,750Net income per share, as reported:Basic
	
	$
	0.10
	
	$
	0.29Diluted
	
	$
	0.10
	
	$
	0.29Effect of adopting SFAS 123(R) on net income per share, basicand diluted
	
	$
	0.00
	
	$
	0.02Pro forma net income per share:Basic
	
	$
	0.10
	
	$
	0.31Diluted
	
	$
	0.10
	
	$
	0.31Prior to our adoption of SFAS 123(R), we accounted for equity based compensation under the provisions and related interpretations of Accounting Principles Board (APB) 25, Accounting for
Stock Issued to Employees (APB 25). Accordingly, we were not required to record compensation expense when stock options were granted to our employees as long as the exercise price was not less than the fair market value of the stock at the
grant date. In October 1995, FASB issued SFAS 123, which allowed us to continue to follow the guidelines of APB 25, but required pro-forma disclosures of net income and earnings per share as if we had adopted the provisions of SFAS 123. In December
2002, the FASB issued SFAS 148, Accounting for Stock-Based Compensation  Transition and Disclosure  an Amendment of FASB 123, which provided alternative methods of transition for an entity that voluntarily changes to the fair
value based method of accounting for equity based employee compensation. We continued to account for equity based compensation under the provisions of APB 25 using the intrinsic value method.
12

If compensation cost for our equity based compensation plans had been determined based on the fair value at the grant dates for awards under those plans in accordance with the provisions of
SFAS 123, our net income and net income per share for the three- and nine-month periods ended September 30, 2005, would have been as follows (in thousands, except per share data):
Three Months
	
	Nine MonthsEnded
	
	EndedSeptember 30, 2005
	
	September 30, 2005Net income:As reported
	
	$  9,522
	
	
	$  34,873Add: stock-based employee compensation expense includedin reporting net income, net of related tax effect
	
	755
	
	
	3,114Deduct: stock-based compensation expense determinedunder fair value based method for all awards, net of relatedtax effects
	
	(1,344
	)
	
	$  (4,845
	)Pro forma net income for calculating basic net income per share
	
	$  8,933
	
	
	$  33,142Basic net income per share:As reported
	
	$  0.14
	
	
	$  0.50Pro forma
	
	$  0.13
	
	
	$  0.47Diluted net income per share:As reported
	
	$  0.13
	
	
	$  0.48Pro forma
	
	$  0.12
	
	
	$  0.46We may issue restricted stock awards, stock options, stock appreciation rights, restricted stock units and other stock-based awards to employees, directors, non-employee consultants and
advisors under the following equity based compensation plans: our 1995 Stock Plan, 2000 Directors Stock Plan and 2004 Long-Term Incentive Plan. Options issued under these plans, other than the directors plan, may be either incentive stock options,
which permit income tax deferral upon exercise of options, or nonqualified options not entitled to such deferral. These stock plans are administered by the compensation committee of our board of directors.
A total of 9,650,000 shares of our common stock have been reserved in connection with awards under our 1995 plan.  The maximum number of awards and the maximum fair market value of such awards
that may be granted under our 1995 plan during any one calendar year to any one grantee is 1,000,000 shares and $4.0 million, respectively.
Only non-employee directors can participate in our directors plan. Under our directors plan, a total of 2,000,000 shares of our common stock have been reserved in connection with awards. No
more than 10% of awards may be granted in the form of restricted stock, subject to antidilution adjustments, and only nonqualified options may be granted under our directors plan.
Under our 2004 plan, a total of 4,000,000 shares of our common stock have been reserved in connection with awards. The maximum number of awards and the maximum fair market value of such awards
that may be granted under our 2004 plan during any one calendar year to any one grantee is 1,000,000 shares and $8.0 million, respectively. No more than 50% of awards may be granted in the form of full value awards, such as
restricted stock, subject to anti-dilution adjustments under our 2004 plan.
As of January 1, 2006, we had issued two types of equity based payment arrangements: stock options and restricted stock awards.
13

Stock Options
The following table summarizes the activity of stock options under our stock plans from December 31, 2005 to September 30, 2006:
WeightedAverage
	
	AggregateExercise
	
	IntrinsicOptions
	
	
	Price
	
	ValueOptions outstanding at December 31, 2005:
	
	3,793,392
	
	
	$7.20Granted
	
	
	
	
	0.00Exercised
	
	(522,228
	)
	
	4.15
	
	$
  2,104,438Expired
	
	(514,109
	)
	
	10.45Options outstanding at September 30, 2006
	
	2,757,055
	
	
	$7.18
	
	$
  5,599,058Options exercisable at September 30, 2006
	
	2,127,517
	
	
	$6.42
	
	$
  5,495,233The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in the
three-month period ended September 30, 2005: dividend yield of 0% in all periods; expected volatility of 64.3% using a weighted average of the historical, implied and guideline company methodologies; risk-free interest rates of 4.2%; and expected
lives of four years. No stock options were granted in the nine months of 2006.
For the three and nine months ended September 30, 2006, we recognized equity based compensation expense of approximately $0.5 million and $2.1 million, respectively, related to the
vesting of stock options. As of September 30, 2006, we had approximately $2.2 million of unvested stock options, which we will record in our statement of operations over a weighted average recognition period of less than three years.
Restricted Stock
The following table summarizes the activity of restricted stock awards under our stock plans from December 31, 2005 to September 30, 2006:
Weighted
	
	AggregateAverage
	
	IntrinsicShares
	
	Price
	
	ValueOutstanding at December 31, 2005
	
	1,389,830
	
	$10.17Granted
	
	1,816,715
	
	8.03Vested/Released
	
	(667,795
	)
	9.02
	
	$5,395,960Forfeited
	
	(38,333
	)
	8.11Outstanding at September 30, 2006
	
	2,500,417
	
	$ 8.95For the three and nine months ended September 30, 2006, we recognized equity based compensation expense of approximately $2.2 million and $5.7 million, respectively, related to the
vesting of restricted stock. As of September 30, 2006, we had approximately $21.1 million of unvested restricted stock which we will record in our statement of operations over a weighted average recognition period of less than five years.
In the nine months ended 2005, we recognized approximately $5.1 million in non-cash stock compensation expense for restricted shares and options issued for services. Of this expense,
$3.5 million related to restricted stock grants and stock bonuses associated with amended and restated employment agreements and restricted stock agreements entered into in April 2005, effective as of January 1, 2005, with two members of
management, $1.5 million related to restricted stock grants to other employees, $0.2 million related to payroll taxes withheld and remitted on behalf of employees on the vesting of restricted stock grants, $(0.3) million related to stock
options accounted for under variable accounting because the market value of our common stock was greater than the
14

exercise price of a portion of the options, and $0.2 million was as a result of the modification of a director stock option grant in connection with the resignation of a member of our board of directors in June 2004.
8. EARNINGS PER SHAREBasic and Diluted Net Income Per Share
Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period.  The weighted-average
number of common shares outstanding does not include any potentially dilutive securities or any unvested restricted shares of common stock. These unvested restricted shares, although classified as issued and outstanding at September 30, 2006 and
December 31, 2005, are considered contingently returnable until the restrictions lapse and will not be included in the basic net income per share calculation until the shares are vested.
Diluted net income per share gives effect to all potentially dilutive securities.  Our outstanding stock options, warrants and unvested restricted shares are potentially dilutive securities
during the three and nine months ended September 30, 2006 and 2005.  The difference between basic and diluted weighted-average shares outstanding was the dilutive effect of stock options, warrants and the unvested restricted shares, computed as
follows:
Three Months Ended
	
	Three Months EndedSeptember 30, 2006
	
	September 30, 2005Weighted
	
	
	
	
	
	WeightedNet
	
	Average
	
	Earnings
	
	Net
	
	Average
	
	EarningsIncome
	
	Share
	
	Per Share
	
	Income
	
	Share
	
	Per ShareBasic EPS
	
	$6,717
	
	67,918,830
	
	$0.10
	
	$9,522
	
	70,325,762
	
	$0.14Effect of dilutive securities:Stock options
	
	
	
	548,882
	
	
	
	
	
	767,125Warrants
	
	
	
	
	
	
	
	
	
	5,472Unvested restricted shares
	
	
	
	143,410
	
	
	
	
	
	1,319,134Diluted EPS
	
	$6,717
	
	68,611,122
	
	$0.10
	
	$9,522
	
	72,417,493
	
	$0.13Nine Months Ended
	
	Nine Months EndedSeptember 30, 2006
	
	September 30, 2005Weighted
	
	
	
	
	
	WeightedNet
	
	Average
	
	Earnings
	
	Net
	
	Average
	
	EarningsIncome
	
	Share
	
	Per Share
	
	Income
	
	Share
	
	Per ShareBasic EPS
	
	$20,383
	
	69,374,518
	
	$0.29
	
	$34,873
	
	70,437,181
	
	$0.50Effect of dilutive securities:Stock options
	
	
	
	609,214
	
	
	
	
	
	976,075Warrants
	
	
	
	
	
	
	
	
	
	14,672Unvested restricted shares
	
	
	
	163,163
	
	
	
	
	
	1,029,441Diluted EPS
	
	$20,383
	
	70,146,895
	
	$ 0.29
	
	$34,873
	
	72,457,369
	
	$0.48The weighted average diluted common shares outstanding for the three and nine months ended September 30, 2006 excludes the effect of approximately 2.4 million and 2.2 million, respectively, of
out-of-the-money options, warrants and restricted shares because their effect would be anti-dilutive. The weighted average diluted common shares outstanding for both the three and nine months ended September 30, 2005 excludes the effect of
approximately 0.8 million of out-of-the-money options because their effect would be anti-dilutive.
15

9. COMMITMENTS AND CONTINGENCIESOperating Lease Commitments
In the fourth quarter of 2005, our Conferencing & Collaboration and Data Communications subsidiaries each entered into separate one-floor leases with 3280 Peachtree I LLC for office space
for their corporate headquarters at 3280 Peachtree Road, Atlanta, Georgia. The leases have an effective date of August 1, 2007, with terms of 84 months and 23,529 square feet of space on each floor. The leases require an aggregate average annual
minimum rent payment of approximately $1.1 million, with first year estimated operating expenses unknown at this time. We have entered into a guaranty with the landlord under each of the leases which guarantees the payment and performance
obligations of our Conferencing & Collaboration and Data Communications subsidiaries.
Asset Retirement Obligation
In the fourth quarter of 2005, we signed leases for our new corporate headquarters as discussed above, which are effective August 2007.  In January 2006, we were notified by our current
landlord of their intent to exercise a clause in our existing corporate headquarters lease to require certain site remediation costs to the space prior to us vacating in August 2007.  As a result, in accordance with SFAS No. 143, Accounting
for Asset Retirement Obligations (SFAS No. 143), we recorded approximately $0.8 million for remediation costs at December 31, 2005. In June 2006, we revised down our estimate of site remediation costs through negotiations with our landlord
and contractors by $0.3 million. The remaining balance in this accrual at September 30, 2006 is $0.4 million.
Supply Agreements
We purchase telecommunications services pursuant to supply agreements with telecommunications service providers. These contracts generally provide fixed transmission prices for terms of two to
four years and are subject to early termination fees in certain events.  Some of our telecommunications supply agreements contain commitments that require us to purchase a minimum amount of services through 2009. In the second quarter of 2006, we
renegotiated several of these agreements. The aggregate amount of these minimum purchase requirements are approximately $15.0 million, $16.8 million, $7.0 million, and $0.2 million in 2006 through 2009, respectively.
Litigation and Claims
We have several litigation matters pending, including matters 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. (n/k/a
Xpedite Systems, LLC), who acquired our common stock upon our acquisition of our Data Communications subsidiary, Xpedite.  Plaintiffs alleged 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, rescission or rescissory 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 was granted. The defendants motion
to dismiss was granted in part and denied in part. In September 2003, the district court granted in its entirety the defendants motion for summary judgment and denied as moot the defendants motion in limine. In September 2004, the U.S.
Court of Appeals for the Eleventh Circuit affirmed as to the dismissal of the negligent misrepresentation and Section 12 claims and reversed and remanded for further proceedings on the Section 11 claim. In October 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 in November 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 in December 2004. The case was remanded to the district court, with only the Section 11 claim remaining. In February 2005, we filed a
petition for writ of certiorari
16

in the U.S. Supreme Court for review of the Eleventh Circuits Order, which was denied in April 2005. 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, which were granted on September 27, 2005. On October 26, 2005, plaintiffs filed a notice of appeal to the Eleventh Circuit, and oral arguments were heard on October 6, 2006.
On August 21, 2006, a lawsuit was filed in the U.S. District Court for the Eastern District of Texasby Ronald A. Katz
Technology Licensing, L.P. against three conferencing service providers, including us, alleging that the defendants automated telephone conferencing systems that enable [their] customers to perform multiple-party meetings and various
other functions over the telephone infringe six of plaintiffs patents. The complaint seeks undisclosed monetary damages, together with pre- and post-judgment interest, treble damages for what is alleged to be willful infringement,
attorneys fees and costs and injunctive relief. On October 16, 2006, we filed our answer, affirmative defenses and counterclaim to the complaint, including seeking declaratory judgment of noninfringement, invalidity and unenforceability and
attorneys fees and costs.
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.
10. SEGMENT REPORTING
Our reportable segments align us into two business segments based upon service offerings.  These segments are Conferencing & Collaboration and Data Communications.
One of Conferencing & Collaborations customers, International Business Machines Corporation (IBM), has historically accounted for a significant amount of revenue. Sales to that
customer accounted for approximately 2% of consolidated revenues from continuing operations (4% of Conferencing & Collaboration segment revenue) in the nine months ended September 30, 2006, and approximately 7% of consolidated revenues from
continuing operations (14% of Conferencing & Collaboration segment revenue) in the nine months ended September 30, 2005. 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 2006.
Information concerning the operations in these reportable segments is as follows (in millions):
Three Months Ended
	
	
	Nine Months EndedSeptember 30,
	
	
	September 30,2006
	
	
	2005
	
	
	2006
	
	
	2005Revenues:Revenues from continuing operations:Conferencing & Collaboration
	
	$
	69.1
	
	
	$
	62.1
	
	
	$
	204.5
	
	
	$
	190.6Data Communications
	
	
	53.0
	
	
	
	58.8
	
	
	
	164.9
	
	
	
	189.7$
	122.1
	
	
	$
	120.9
	
	
	$
	369.4
	
	
	$
	380.3Income (loss):Income (loss) from continuing operations:Conferencing & Collaboration
	
	$
	8.4
	
	
	$
	8.6
	
	
	$
	24.7
	
	
	$
	28.6Data Communications
	
	
	1.4
	
	
	
	3.5
	
	
	
	5.0
	
	
	
	15.7Unallocated corporate costs
	
	
	(3.1
	)
	
	
	(2.6
	)
	
	
	(9.3
	)
	
	
	(8.2
	)$
	6.7
	
	
	$
	9.5
	
	
	$
	20.4
	
	
	$
	36.117

September 30, 2006
	
	
    December 31, 2005Identifiable Assets:Conferencing & Collaboration
	
	
	
	
	$
	285.1
	
	
	
	
	$
	241.6Data Communications
	
	
	
	
	
	256.4
	
	
	
	
	
	234.8Unallocated corporate assets
	
	
	
	
	
	12.6
	
	
	
	
	
	18.9$
	554.1
	
	
	
	
	$
	495.3The following table
 presents selected financial information regarding our geographic regions for
 the periods presented (in millions):Three Months Ended
	
	Nine Months EndedSeptember 30,
	
	September 30,2006
	
	
	2005
	
	
	2006
	
	
	2005Revenues from continuing operations:North America
	
	$
	78.2
	
	$
	78.4
	
	$
	238.0
	
	$
	245.3Europe
	
	
	22.4
	
	
	23.1
	
	
	69.7
	
	
	77.4Asia Pacific
	
	
	21.5
	
	
	19.4
	
	
	61.7
	
	
	57.6$
	122.1
	
	$
	120.9
	
	$
	369.4
	
	$
	380.311. STATEMENT OF CASH FLOW
    INFORMATIONSupplemental disclosure of cash flow information (in thousands):Three Months Ended
	
	Nine Months EndedSeptember 30,
	
	September 30,2006
	
	
	2005
	
	
	2006
	
	
	2005Cash paid during the year for:Interest, net
	
	$
	1,941
	
	$
	1,322
	
	$
	5,231
	
	$
	3,266Income taxes, net
	
	$
	3,805
	
	$
	2,268
	
	$
	14,565
	
	$
	10,200In June 2006, we entered into a capital lease for the purchase of network equipment. This capital lease has an implied interest rate of 3.1% and a term of 36 months. The principal balance at
September 30, 2006 was $0.5 million.
In March 2005, we entered into a capital lease line for the purchase of various operating equipment. This capital lease line has an implied interest rate that varies between 2.5% and 10.5%,
depending on the operating equipment being leased, and a term of 36 months. The principal balance at September 30, 2006 was $2.6 million.
12. SUBSEQUENT EVENTS
In November 2006, Conferencing & Collaboration acquired substantially all of the assets and assumed certain liabilities of EC Teleconferencing Pty Limited (ECT), an Australia-based provider
of Web and audio conferencing services to small and medium sized businesses, for approximately AU$5.3 million, net of working capital. We funded the purchase with cash on hand and our local line of credit in Japan. We are in the process of
completing its valuation of certain intangible assets in accordance with SFAS No. 142.
18

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND  RESULTS OF OPERATIONS
OVERVIEW
We are a global outsource provider of business process solutions. Our mission is to simplify and automate critical daily communications between companies and their constituents with proprietary
communication technologies-based applications hosted on our global, on-demand platform. We go to market with solutions in four core business practices: Conferencing, which is included in our Conferencing & Collaboration business segment, and
Document Solutions, Marketing Automation and Alerts & Notifications, which are included in our Data Communications business segment.
Key highlights of our financial and strategic accomplishments during the third quarter of 2006 include:
Grew Web conferencing revenue 30% from the comparable prior year period;
Grew revenue from IP fax services by 20% from the third quarter of 2005;
Grew revenue from Marketing Automation services by 78% year-over-year;
Repurchased 1.3 million shares of common stock in the open market; and
Acquired Enunciate Conferencing, Canada's third largest and fastest growing conferencing services provider (Source: Wainhouse Research).During the first nine months of 2006, we have continued to focus on our primary business objectives for 2006 of improving sales productivity, improving our customers experience and access
to our services through automation, delivering more predictable revenue, building brand awareness and pursuing the expanding wireless market opportunity.  In order to assist in our efforts to accomplish these objectives, we are in the process of
transitioning the delivery of our services as a unified company. For example, we consolidated our management team and realigned our sales and marketing functions focusing their efforts on selling specific solutions within our core business
practices. We believe that these initiatives will assist in emphasizing our scale and breadth of services and will allow us to capitalize on cross-selling opportunities within our global enterprise customer base. We expect to record additional
restructuring costs in the fourth quarter of 2006 as a result of our continued efforts to consolidate duplicative business processes and functions between both business units.
In addition, we continued our efforts to transition toward more predictable, recurring revenue by proactively managing our declining legacy broadcast fax business. Specifically, we are seeking
to enter into annual or multi-year customer contracts with monthly minimum commitments and flat-rate service plans for these and certain of our other services, and we have focused our sales and marketing efforts on transitioning certain users of our
legacy broadcast fax services to newer services like e-mail.
We also continued our investments in automation designed to improve our customers experience and enhance our profitability. Our efforts include the continued development of a
customer-centric Web portal that will provide our customers with direct access to our platform and business process solutions directly from their desktops, which we expect to roll-out in the first quarter of 2007.
We intend to continue to use our cash flows and liquidity to repurchase shares of our common stock and to seek strategic acquisitions that provide us with additional customers, technologies,
applications and sales personnel.
The results of operations for the three months and nine months ended September 30, 2006, are not indicative of the results that may be expected for the full fiscal year of 2006 or for any other
interim period. The financial information presented herein should be read in conjunction with our annual report on Form 10-K for the year ended December 31, 2005 which includes information and disclosures not included herein. All significant
intercompany accounts and transactions have been eliminated in consolidation.
19

RESULTS OF OPERATIONS
The following table presents selected financial information regarding our geographic regions for the periods presented (in millions):
Three Months Ended
	
	Nine Months EndedSeptember 30,
	
	September 30,2006
	
	
	
	2005
	
	
	
	2006
	
	
	
	2005Revenues:Revenues from continuing operations:Conferencing & Collaboration
	$
	69.1
	
	
	$
	62.1
	
	
	$
	204.5
	
	
	$
	190.6Data Communications
	
	53.0
	
	
	
	58.8
	
	
	
	164.9
	
	
	
	189.7$
	122.1
	
	
	$
	120.9
	
	
	$
	369.4
	
	
	$
	380.3Income (loss):Income (loss) from continuing operations:Conferencing & Collaboration
	$
	8.4
	
	
	$
	8.6
	
	
	$
	24.7
	
	
	$
	28.6Data Communications
	
	1.4
	
	
	
	3.6
	
	
	
	5.0
	
	
	
	15.7Unallocated corporate costs
	
	(3.1
	)
	
	
	(2.7
	)
	
	
	(9.3
	)
	
	
	(8.2
	)$
	6.7
	
	
	$
	9.5
	
	
	$
	20.4
	
	
	$
	36.1Three Months Ended
	
	Nine Months EndedSeptember 30,
	
	
	September 30,2006
	
	
	
	2005
	
	
	
	2006
	
	
	
	2005Revenues from continuing operations:North America
	$
	78.2
	
	
	$
	78.4
	
	
	$
	238.0
	
	
	$
	245.3Europe
	
	22.4
	
	
	
	23.1
	
	
	
	69.7
	
	
	
	77.4Asia Pacific
	
	21.5
	
	
	
	19.4
	
	
	
	61.7
	
	
	
	57.6$
	122.1
	
	
	$
	120.9
	
	
	$
	369.4
	
	
	$
	380.3ANALYSISRevenuesConsolidated revenues increased 1.0% to $122.1 million for the three months ended September 30, 2006 compared with $120.9 million for the same period in 2005 and decreased 2.9% to
$369.4 million for the nine months ended September 30, 2006 compared with $380.3 million for the same period in 2005. On a reportable segment basis:
For the three months ended September
      30, 2006 and 2005, Conferencing & Collaboration revenue was 56.6%
  and 51.3% of consolidated revenues, respectively. For the nine months ended
  September 30, 2006 and 2005, Conferencing & Collaboration
  revenue was 55.4% and 50.1% of consolidated revenues,
  respectively. For the three months ended September 30, 2006, as  compared to
  the same period in 2005, Conferencing & Collaboration
  experienced an 11.3% increase in revenue from $62.1 million
  to $69.1 million. For the nine months ended
  September 30, 2006, as compared to the same period
  in 2005, Conferencing & Collaboration experienced a 7.2% increase in revenue
  from $190.6 million to $204.5 million.
   These increases were primarily associated with growth in our ReadyConference®Plus
   and Web collaboration services, which we expect  will continue to grow. These
   increases were augmented by our acquisitions of Intelligent Meetings, Netspoke
   and the conferencing services business of Citizens
   Communications during 2005 and the acquisition  of Enunciate
   Conferencing in September 2006. Offsetting this increase was a decline in
   conferencing revenue from IBM, which was $2.9 million and $4.8 million for the three
  months ended September 30, 2006 and 2005, respectively,
  and $8.4 million and $26.1 million for the nine months ended September
  30, 2006 and 2005, respectively. For the remainder of 2006, we do not expect
  significant declines in20

conferencing revenue from IBM, since IBM materially completed its transition to an internal automated conferencing solution during the fourth quarter of 2005.For the three months ended September
      30, 2006 and 2005, Data Communications revenue was 43.4% and 48.7%
  of consolidated revenues, respectively. For the nine months ended September
      30, 2006 and 2005, Data Communications revenue
  was 44.6% and 49.9% of consolidated revenues, respectively. For
  the three months ended September 30, 2006, as compared to the same period in
  2005, Data Communications experienced a 9.9%
  decrease in revenue from $58.8 million to $53.0 million.
  For the nine months ended September 30, 2006,
  as compared to the same period in 2005, Data Communications
  experienced a 13.1% decrease in revenue from $189.7 million to $164.9
   million. Decreases in revenue were associated
   with declines in fax services. The declines in fax services revenue are associated
   with continued price and volume declines in broadcast and  transactional fax
   services. The primary drivers of these declines
   are associated with regulatory uncertainties in 2005 and the transition of
   these services to lower priced e-mail  services or to customers in-house
   solutions. These declines have been offset by
   growth in our IP fax services and Marketing Automation service offerings and
   the acquisition of
  Accucast during the first quarter of 2006. Fax services revenue was $31.4
  million and $38.9 million for the three months
  ended September 30, 2006 and 2005, respectively, and $102.1 million
  and $126.7 million for the nine months ended September 30, 2006 and 2005,
  respectively. We expect continued declines in
  our fax services revenue as a result of price and volume  declines associated
  with continued trends toward lower priced e-mail delivery services.For the three and nine months ended September 30, 2006, consolidated revenues on a geographic region basis decreased in North America to $78.2 million and $238.0 million, respectively,
from $78.4 million and $245.3 million, respectively, for the comparable periods in 2005. For the three and nine months ended September 30, 2006, consolidated revenues in Europe decreased to $22.4 million and $69.7 million,
respectively, from $23.1 million and $77.4 million for the same periods in 2005. For the three months and nine months ended September 30, 2006, Asia Pacific revenues increased to $21.5 million and $61.7 million, respectively, from
$19.4 million and $57.6 million for the same periods in 2005. North America revenue declined primarily as a result of declines in fax revenue and in conferencing revenue from IBM, offset in part by our acquisitions of Accucast, Intelligent
Meetings, Netspoke, the conferencing services business of Citizens Communications and Enunciate Conferencing. The declines in Europe were the result of declines in fax services revenue, offset in part by growth in our Conferencing &
Collaboration services and the weakening of the U.S. dollar to the Euro and British pound. The growth in Asia Pacific revenue is associated with growth in our Conferencing & Collaboration services, offset by the strengthening of the U.S. dollar
to the Australian Dollar. We cannot predict the effect of foreign exchange rate impacts on revenues. An analysis of the effect of foreign exchange to the U.S dollar can be found in Part I, Item 3. Quantitative and Qualitative Disclosures About
Market Risk in this Form 10-Q.
Cost of revenuesConsolidated cost of revenues increased 15.1% to $49.6 million from $43.1 million and increased to 40.6% of consolidated revenues from 35.6% for the three months ended September 30,
2006 as compared to the same period in 2005. Consolidated cost of revenues increased 7.8% to $147.2 million from $136.6 million and increased to 39.8% of consolidated revenues from 35.9% for the nine months ended September 30, 2006 as
compared to the same period in 2005. Cost of revenues as a percentage of consolidated revenues increased as a result of the decrease in higher margin fax services revenue and in higher margin conferencing revenue from IBM, continued price
compression and increased network regulatory cost charges. Conferencing & Collaboration cost of revenue as a percentage of segment revenue was 37.6% and 34.3% for the three months ended September 30, 2006 and 2005, respectively, and 37.6% and
34.2% for the nine months ended September 30, 2006 and 2005, respectively. Data Communications cost of revenue as a percentage of segment revenue was 44.5% and 37.1% for the three months ended September 30, 2006 and 2005, respectively, and 42.8% and
37.6% for the nine months ended September 30, 2006 and 2005, respectively.
21

Selling and marketingConsolidated selling and marketing costs increased 1.3% to $31.4 million from $31.0 million and decreased from 25.7% of consolidated revenues to 25.6% for the three months ended
September 30, 2006 as compared to the same period in 2005. Consolidated selling and marketing costs increased 0.2% to $97.9 million from $97.7 million and increased to 26.5% of consolidated revenues from 25.7% for the nine months ended
September 30, 2006 as compared to the same period in 2005. The increase in selling and marketing costs is the result of significant declines in fax services revenue, which has a significantly lower selling and marketing cost than our other service
offerings, offset in part by reductions in selling and marketing resources within Data Communications. We also invested in additional advertising and marketing efforts to promote our PremiereAnywhere mobile solutions and to promote brand awareness
of all of our services. Conferencing & Collaboration selling and marketing costs as a percentage of segment revenue were 25.0% and 25.9% for the three months ended September 30, 2006 and 2005, respectively, and 26.0% and 25.7% for the nine
months ended September 30, 2006 and 2005, respectively. Data Communications selling and marketing costs as a percentage of segment revenue were 24.7% and 25.2% for the three months ended September 30, 2006 and 2005, respectively, and 25.6% and 25.5%
for the nine months ended September 30, 2006 and 2005, respectively.
Research and developmentConsolidated research and development costs increased 14.8% to $3.1 million from $2.7 million and increased to 2.5% of consolidated revenues from 2.2% for the three months ended
September 30, 2006 as compared to the same period in 2005. Consolidated research and development costs increased 12.8% to $8.8 million from $7.8 million and increased to 2.4% of consolidated revenues from 2.1% for the nine months ended
September 30, 2006 as compared to the same period in 2005. These costs increased as a percentage of consolidated revenues as a result of a greater amount of internal costs spent on routine maintenance of new and existing product platforms. Research
and development costs associated with product development are capitalized as internally developed software, whereas management overhead, facilities costs and maintenance activities are expensed as research and development. For the three months ended
September 30, 2006 and 2005, we capitalized approximately $2.0 million and $1.8 million, respectively, of software development costs. For the nine months ended September 30, 2006 and 2005, we capitalized approximately $5.0 million and
$4.1 million, respectively, of software development costs. Conferencing & Collaboration research and development costs as a percentage of segment revenue were 1.6% and 1.9% for the three months ended September 30, 2006 and 2005,
respectively, and 1.6% and 1.4% for the nine months ended September 30, 2006 and 2005, respectively. Data Communications research and development costs as a percentage of segment revenue were 3.4% and 2.6% for the three months ended September 30,
2006 and 2005, respectively, and 3.1% and 2.6% for the nine months ended September 30, 2006 and 2005, respectively.
General and administrative
Consolidated general and administrative costs increased 0.7% to $15.4 million from $15.3 million and decreased to 12.6% of consolidated revenues from 12.7% for the three months ended
September 30, 2006 as compared to the same period in 2005. Consolidated general and administrative increased 0.7% to $44.0 million from $43.7 million and increased to 11.9% of consolidated revenues from 11.5% for the nine months ended
September 30, 2006 as compared to the same period in 2005. General and administrative costs remained relatively flat primarily as a result of significant declines in fax services revenue and in conferencing revenue from IBM, which each carry lower
general and administrative costs than our other service offerings, offset in both comparable periods by bad debt provided on specific large customers in Europe and North America. Total bad debt provisions were $1.6 million and $2.3 for the
three months ended September 30, 2006 and 2005, respectively. Conferencing & Collaboration general and administrative costs as a percentage of segment revenue were 8.0% and 7.2% for the three months ended September 30, 2006 and 2005,
respectively, and 7.1% and 6.7% for the nine months ended September 30, 2006 and 2005, respectively. Data Communications general and administrative costs as a percentage of segment revenue were 10.0% and 11.4% for the three months ended September
30, 2006 and 2005, respectively, and 9.6% and 9.1% for the nine months ended September 30, 2006 and 2005, respectively. Corporate unallocated general and administrative costs as a percentage of consolidated revenues were 3.8% and 3.4% for the three
months ended September 30, 2006 and 2005, respectively, and 3.7% and 3.6% for the nine months ended September 30, 2006 and 2005, respectively.
22

Depreciation
Consolidated depreciation expense increased 14.8% to $6.2 million from $5.4 million and increased to 5.1% of consolidated revenues from 4.5% for the three months ended September 30,
2006 as compared to the same period in 2005. For the three month period ended September 30, 2006, depreciation expense as a percentage of consolidated revenues increased from the comparable prior year period as a result of our investment in new service offerings and internal infrastructure
improvement during a period of time when fax services revenue and conferencing revenue from IBM have each declined. Consolidated depreciation expense decreased 1.6% to $18.0 million from $18.3 million and increased to 4.9% of consolidated
revenues from 4.8% for the nine months ended September 30, 2006 as compared to the same period in 2005. For the nine months ended September 30, 2006, depreciation costs as a percentage of consolidated revenues have declined temporarily as a result of our ability to utilize excess capacity from fax services and IBM to accommodate growth in other service offerings and our ability to invest in more longer term, efficient and cost effective capital to support our business. Conferencing & Collaboration
depreciation expense as a percentage of segment revenue was 3.9% and 4.2% for the three months ended September 30, 2006 and 2005, respectively, and 3.7% and 4.0% for the nine months ended September 30, 2006 and 2005, respectively. Data
Communications depreciation expense as a percentage of segment revenue was 5.8% and 4.2% for the three months ended September 30, 2006 and 2005, respectively, and 5.7% and 5.2% for the nine months ended September 30, 2006 and 2005, respectively.  As
a percentage of consolidated revenues, the increase in depreciation expense over the prior periods is primarily the result of a non-recurring refund received in the third quarter of 2005 of New Jersey state sales taxes previously paid on Data
Communications equipment purchased in New Jersey that had been fully depreciated.  Corporate depreciation as a percentage of consolidated revenues was 0.3% and 0.2% for the three months ended September 30, 2006 and 2005, respectively, and 0.3% and
0.2% for the nine months ended September 30, 2005 and 2004, respectively.
Amortization
Consolidated amortization expense decreased to $3.3 million and $9.5 million, or 2.7% and 2.6% of consolidated revenues, for the three and nine months ended September 30, 2006,
respectively, from $3.6 million and $10.0 million, or 3.6% and 2.6% of consolidated revenues, for the comparable periods in 2005.  Amortization expense remained flat as a result of intangibles acquired five years ago becoming fully
amortized, offset by amortization from our acquisitions of Accucast, Intelligent Meetings, Netspoke, the conferencing services business of Citizens Communications and Enunciate Conferencing.
Restructuring costsRealignment of Workforce  2006
During the nine months ended September 30, 2006, we continued to execute our long-range plans that began during 2005 to consolidate duplicative business processes and functions between
Conferencing & Collaboration and Data Communications. We expect further restructuring costs as we finalize the execution of these plans during 2006. As a result of these consolidation efforts, we recorded restructuring costs for future severance
payments of approximately $3.6 million for approximately 45 employees in the customer service, finance, operations and sales and marketing functions in all regions of both business segments. In addition, we recorded $0.6 million of lease
termination costs associated with five locations that we vacated as a result of consolidation efforts between our two business segments.  We expect to pay the severance obligations and a majority of the lease termination costs during 2006 and 2007.
Our reserve for these restructuring costs at September 30, 2006 was $1.9 million.
Realignment of Workforce - 2005
During 2005, we executed a long-range plan to consolidate duplicative business processes and functions and re-align our sales force.  This plan encompasses managing ourselves under the
Premiere Global Services brand name as opposed to separate businesses. As a result of this plan, we have recorded restructuring costs for future severance payments of $3.3 million.  During the first half of 2005, these costs were
associated with a reduction in workforce of approximately 20 employees in various European country-level and North America finance functions in our Data Communications business segment. During the third quarter of 2005, these costs were
23

associated with a reduction in workforce of approximately 90 employees in selling and marketing, operations and finance functions at both business segments, primarily in North America and Europe.  The reduction in
non-financial functions was the result of the significant declines during the third quarter in our legacy North America broadcast fax services and weakness in our Data Communications European operations. The reduction in financial functions during
the third quarter was the result of the continuation of a long-range plan to consolidate duplicative business processes and functions, primarily in finance, within Europe and North America, for which we incurred restructuring charges in the first
and second quarters of 2005. In the nine months ended September 30, 2006 and 2005, we paid approximately $0.7 million and $1.0 million, respectively, related to severance and exit costs. In addition, in the second quarter of 2006, we
adjusted the restructuring reserve in Europe by $0.2 million as a result of actual severance payments to certain individuals being less than originally estimated. Management expects to pay the remaining severance obligations during 2006. Our
reserve for these restructuring costs at September 30, 2006 is $0.1 million.
Interest expense, net
Net interest expense increased to $2.5 million and $6.2 million for the three months and nine months ended September 30, 2006, respectively, from $1.6 million and $3.4 million,
respectively, for the comparable periods in 2005. Interest expense increased primarily as a result of the increase in domestic interest rates and an increased outstanding position on our line of credit, with average debt outstanding during the three
months ended September 30, 2006 and 2005 at $128.6 million and $109.0 million, respectively. Average debt outstanding during the nine months ended September 30, 2006 and 2005 was $118.5 million and $96.0 million,
respectively.
Loss on sale of marketable securities
During 2005, we bought and sold securities of various companies operating in the same industries as Conferencing & Collaboration and Data Communications. During the three months ended March
31, 2005, we sold the remaining shares of these investment securities for aggregate proceeds of $0.8 million less commissions, recognizing a loss of $0.1 million.  As of September 30, 2006, we do not hold any marketable securities of
companies that are publicly traded.
Other, net
Other, net was ($0.2) million for both the three and nine months ended September 30, 2006 and $0.1 million for both the three and nine months ended September 30, 2005. Other, net was
comprised primarily of third party and intercompany foreign exchange gains and losses associated with the settlement of transactions in currencies other than the currency in which they were originally executed.
Effective income tax rate
For the three and nine months ended September 30, 2006, our effective income tax rate varied from the statutory rate primarily as a result of non-deductible executive compensation expenses. In
addition, during the three months ended September 30, 2006, we recorded approximately $0.7 million in future foreign tax credits associated with dividends expected to be received from our Japanese subsidiaries.  Changes in valuation allowances
and estimates are required when facts and circumstances indicate that realization of tax benefits or the actual amount of taxes expected to be paid has changed.
We believe we are appropriately accrued for income taxes. If we are required to pay an amount less than or exceeding our provisions for uncertain tax matters, the financial impact will be
reflected in the period in which the matter is resolved.  In the event that actual results differ from these estimates, we may need to adjust our tax accounts which could materially impact our financial condition and results of operations.
Discontinued operations
In July 2005, we settled the litigation with JOBA, a franchisee of our former Voicecom reportable segment. The parties to the consolidated actionand certain other individuals and entities entered into a settlement agreement which provided for payment in aggregate of approximately $1.1 million to JOBA by our subsidiary, Voice-Tel, and
24

by a party to the litigation but unrelated to us, Voicecom. Approximately $0.9 million of this aggregate settlement payment was funded by Voice-Tel and approximately $0.2 million was funded by Voicecom in
consideration, for among other things, dismissal of the litigation, with prejudice, mutual releases and covenants not to sue and termination of the JOBA franchise.
During the second quarter of 2005, we changed the estimated liability for certain lease obligations associated with the discontinued operations of our former Voicecom reportable segment. The
change is associated with the failure to sublease certain floor space that was assumed in the original estimate.
SFAS No. 123(R)  Stock Options Issued Before January 1, 2006
Upon our adoption of SFAS No. 123(R), we recorded compensation cost relating to the vesting of all stock options that remained unvested as of January 1, 2006, and will record compensation cost
for all new stock option grants after our adoption date. The compensation cost to be recorded is based on the fair value at the grant dates. The amounts recorded during the three and nine months ended September 30, 2006 of approximately $0.5
million and $2.1 million, respectively, represents equity based compensation relating to the vesting of options that were still unvested as of January 1, 2006. There was no such expense recorded during the three and nine months ended September
30, 2005.
Acquisitions
We seek to acquire companies that increase our market share and bring us additional customers, technology, applications and sales personnel.  All revenues and related costs from these
transactions have been included in our consolidated financial statements as of the effective date of each acquisition.
Conferencing & Collaboration
In September 2006, Conferencing & Collaboration acquired certain assets and the stock of Enunciate Conferencing, a Canadian-based provider of audio and Web conferencing services. We paid
$25.9 million in cash at closing and $0.6 million in transaction fees and closing costs. We funded the purchase through our line of credit. We followed SFAS No. 141, Business Combinations (SFAS No. 141), and approximately
$0.2 million has been allocated to acquired fixed assets, $0.1 million has been allocated to other acquisition liabilities, $6.1 million has been allocated to identifiable customer lists and $0.2 million has been allocated to a
non-compete agreement, with the identifiable customer lists and non-compete agreement amortized over five-year useful lives. Because we have not finalized the closing balance sheet, the residual $20.1 million of the aggregate purchase price has
been allocated preliminarily to goodwill, which is subject to a periodic impairment assessment in accordance with SFAS No. 142.
In August 2005, Conferencing & Collaboration acquired all of the outstanding stock of Netspoke, a U.S.-based provider of audio and Web conferencing services. We paid $23.4 million in
cash at closing and $0.5 million in transaction fees and closing costs. We funded the purchase through our line of credit. We followed SFAS No. 141, and approximately $1.1 million of the aggregate purchase price has been allocated to
acquired working capital, $0.7 million has been allocated to acquired fixed assets, $1.7 million has been allocated to severance and certain other acquisition liabilities, $2.9 million has been allocated to identifiable customer lists,
$1.0 million has been allocated to developed technology and $0.6 million has been allocated to a non-compete agreement, with the identifiable customer lists, developed technology and non-compete agreement amortized over five-year useful
lives. In addition, $1.8 million has been allocated to long-term deferred tax liabilities to record the step-up in basis for the customer intangible assets purchased. The residual $21.1 million of the aggregate purchase price has been
allocated to goodwill, which is subject to a periodic impairment assessment in accordance with SFAS No. 142.
In June 2005, Conferencing & Collaboration acquired substantially all of the assets and assumed certain liabilities of Intelligent Meetings, a U.S.-based provider of audio and Web
conferencing services. We paid $6.2 million in cash at closing and $0.1 million in transaction fees and closing costs. We funded the purchase through our line of credit. We followed SFAS No. 141, and approximately $0.4 million of the
aggregate purchase price has been allocated to acquired working capital, $0.1 million has been allocated to acquired fixed assets, $0.1 million has been allocated to severance and certain other acquisition liabilities, $2.0 million has
been allocated to identifiable customer lists and $0.1 million has been allocated to a non-compete agreement, with the identifiable customer lists
25

and non-compete agreement amortized over five-year useful lives.  The residual $3.8 million of the aggregate purchase price has been allocated to goodwill, which is subject to a periodic impairment assessment in
accordance with SFAS No. 142.
In March 2005, Conferencing & Collaboration acquired substantially all of the assets and assumed certain liabilities of the audio and Web conferencing services business of Citizens
Communications, primarily servicing customers in the U.S. We paid $43.2 million in cash at closing and $0.2 million in transaction fees and closing costs. We funded the purchase through our line of credit. We followed SFAS No. 141, and
approximately $2.1 million of the aggregate purchase price has been allocated to acquired working capital, $0.9 million has been allocated to acquired fixed assets, $2.5 million has been allocated to severance and certain other
acquisition liabilities and $6.0 million has been allocated to identifiable customer lists which are being amortized over a five-year useful life. The residual $36.9 million of the aggregate purchase price has been allocated to goodwill,
which is subject to a periodic impairment assessment in accordance with SFAS No. 142.
Data Communications
In January 2006, Data Communications acquired all of the outstanding stock of Accucast,, a U.S.-based provider of e-mail communications services.  We paid $12.3 million in cash at closing
and $0.5 million in transaction and closing costs.  During 2006, we paid an additional $1.5 million cash purchase price upon the achievement of the first milestone target as specified in the purchase agreement. We may pay up to an additional
$1.5 million in cash purchase price based upon the achievement of additional milestone integration targets as specified in the purchase agreement. We funded the purchase through our line of credit. We followed SFAS No. 141, and approximately
$0.2 million has been allocated to acquired fixed assets, $0.3 million has been allocated to other acquisition liabilities, $2.0 million has been allocated to developed technology and $1.0 million has been allocated to identifiable
customer lists, with the identifiable customer lists and developed technology amortized over five-year useful lives. In addition, $1.1 million has been allocated to long-term deferred tax liabilities to record the step-up in basis for the
customer lists and developed technology purchased. Because we have not finalized the working capital true-up, the residual $12.5 million of the aggregate purchase price has been allocated preliminarily to goodwill, which is subject to a periodic
impairment assessment in accordance with SFAS No. 142.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2006, we had $22.6 million in cash and cash equivalents compared to $20.5 million as of December 31, 2005. Cash balances residing outside of the U.S. as of September
30, 2006 were $21.2 million compared to $19.9 million as of December 31, 2005. We repatriate cash for repayment of royalties and management fees charged to international locations from the U.S. Therefore, foreign exchange gains and losses
resulting from these transactions are recorded in Other, net on the face of the condensed consolidated statements of operations. Intercompany loans with foreign subsidiaries generally are considered to be permanently invested for the
foreseeable future. Therefore, foreign exchange gains and losses resulting from these transactions are recorded in the cumulative translation adjustment account on face of the condensed consolidated balance sheet. Based on our potential cash
position and potential conditions in the capital markets, we could require repayment of these loans despite the long-term intention to hold them as permanent investments.  At September 30, 2006, we had approximately $142.0 million of
availability under our existing $300.0 million line of credit. For a discussion of our line of credit, see Liquidity and Capital Resources  Capital resources.
Cash provided by operating activities
Net cash provided by operating activities from continuing operations totaled approximately $41.1 million for the nine months ended September 30, 2006 compared to cash provided by operating
activities of approximately $72.6 million for the same period in 2005. The decrease in operating cash flows is attributable to decreased net income from continuing operations for the nine months ended September 30, 2006 compared to the same
period in 2005, as well as an increase in domestic income taxes paid because we have fully utilized our domestic net operating loss carryforwards that were not subject to Section 382 limitations of the Internal Revenue Code of 1986, as amended.
These decreases were supplemented by increased payments for restructuring costs and legal settlements.
26

Cash used in investing activities
Cash used in investing activities from continuing operations totaled $70.1 million for the nine months ended September 30, 2006 compared to cash used in investing activities from continuing
operations totaling $100.2 million for the same period in 2005. The principal uses of cash from investing activities for the nine months ended September 30, 2006 were primarily associated with $26.8 million of capital expenditures and
$43.3 million for costs associated with the acquisitions of Accucast and Enunciate Conferencing and costs associated with prior year acquisitions. The principal uses of cash in investing activities in the nine months ended September 30, 2005
include $22.5 million of capital expenditures and $78.1 million of costs associated with the acquisitions of Netspoke, Intelligent Meetings, the conferencing services business of Citizens Communications and costs associated with prior year
acquisitions. These cash uses were offset slightly by net proceeds from the purchase and sale of marketable securities of $0.4 million.
Cash provided by financing activities
Cash provided by financing activities from continuing operations for the nine months ended September 30, 2006 totaled $30.4 million compared with cash provided by financing activities from
continuing operations of $31.0 million for the same period in 2005. Cash provided by financing activities for the nine months ended September 30, 2006 included $57.8 million of net borrowings on our line of credit to fund treasury stock
purchases of $29.6 million and proceeds from stock option exercises of $2.2 million. Cash provided by financing activities for the nine months ended September 30, 2005 included $43.5 million of net borrowings on our line of credit to
fund stock repurchases, proceeds from payment of shareholder note receivables from our chief executive officer of $4.0 million and proceeds from stock option exercises of $7.9 million, offset by stock repurchases of $24.4 million.
Off-balance sheet arrangements
As of September 30, 2006, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
State sales taxes
We record provisions for certain state sales tax contingencies based on the likelihood of obligation, as needed in accordance with SFAS No. 5. Historically, we have not collected sales tax from
our Conferencing & Collaboration customers or remitted sales taxes to states.  We were recently audited by the Commonwealth of Massachusetts Department of Revenue claiming that our audio conferencing services are subject to sales tax in
Massachusetts. In March 2006, we began assessing sales tax to our customers in Massachusetts as a result of this audit.  In July 2006, we paid an initial payment of approximately $1.2 million to the Commonwealth of Massachusetts Department of
Revenue for taxable years prior to 2005. Amounts associated with 2005 and early 2006 are still under review and have yet to be settled. We continue to work with Massachusetts in their on-going audit. More states may claim that we are subject to an
assessment of sales taxes. As of September 30, 2006 and December 31, 2005, we had approximately $4.4 million and $5.7 million, respectively, accrued for certain potential state sales tax exposure comprised of sales taxes, penalties and
interest. This amount is included in Accrued taxes on the face of the condensed consolidated balance sheet. We believe we are appropriately accrued for these potential exposures. In the event that actual results differ from these
estimates, we may need to adjust our sales tax liability which could materially impact our financial condition and results of operations. Historically, we have collected and remitted sales tax from our Data Communications customers in applicable
states. However, it is possible states may disagree with our method of assessing and remitting these taxes. We believe we are properly assessing and remitting these state sales taxes in applicable jurisdictions.
Income taxes
The provision for income taxes and corresponding balance sheet accounts are determined in accordance with SFAS No. 109, Accounting for Income Taxes (SFAS 109). Under SFAS 109, the
deferred tax liabilities and assets are determined based on temporary differences between the basis of certain assets and liabilities for income tax and financial reporting purposes, in addition to net operating loss carryforwards which are
reasonably assured of
27

being utilized. These differences are primarily attributable to differences in the recognition of depreciation and amortization of property, equipment and intangible assets, allowances for doubtful accounts and certain
employee benefit accruals. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to future years in which the deferred tax assets or liabilities are expected to be settled or realized.  Valuation
allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
We recorded provisions for certain asserted international and state income tax contingencies based on the likelihood of obligation, when needed, in accordance with SFAS No. 5, Accounting
for Contingencies (SFAS No. 5).  As of September 30, 2006 and December 31, 2005, we had approximately $4.6 million and $3.1 million, respectively, accrued for this potential exposure comprised of income taxes, penalties and interest.
Since December 31, 2005, we provided for an additional $1.5 million accrual based on the results of a preliminary audit with a state that questioned our methodology used in allocating taxable income to it from other states in which we are not
subject to income tax. We believe our methodology is consistent with generally accepted methods used in other states but believe that it is more likely than not we will incur this liability. This amount is classified as Income taxes
payable on the face of the condensed consolidated balance sheet. In the normal course of business, we are subject to challenges from U.S. and non-U.S. tax authorities regarding the amount of taxes due. These challenges may result in
adjustments of the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. Further, during the ordinary course of business, other changing facts and circumstances may impact our ability to utilize income
tax benefits as well as the estimated taxes to be paid in future periods. We believe we are appropriately accrued for income tax exposures. In the event that actual results differ from these estimates, we may need to adjust income tax accounts which
could materially impact our financial condition and results of operations.
Capital resources
In April 2006, we closed an amendment to our credit facility, with a syndicate led by Bank of America that increased the amount available to us under our line of credit from $180 million to
$300 million, reduced the applicable percentages across the pricing grid and extended the maturity of the credit facility from February 2009 to April 2011. The amendment also provided for an uncommitted accordion feature allowing for an
additional increase of $100 million to $400 million of the revolving credit line, subject to the terms and conditions as set forth in the amendment. The credit facility is subject to customary covenants for secured credit facilities of this
nature. Certain of our material domestic subsidiaries have guaranteed our obligations under the credit facility, which is secured by substantially all of our assets and the assets of our material domestic subsidiaries. In addition, we have pledged
as collateral all of the issued and outstanding stock of our material domestic subsidiaries and 65% of our material foreign subsidiaries. We believe that as of September 30, 2006, we were in compliance in all material respects with all covenants under our line of
credit and have obtained any required waivers or consents from lenders, as applicable. Proceeds drawn under this credit agreement may be used for refinancing of existing debt, working capital, capital expenditures, acquisitions and other general
corporate purposes. The annual interest rate applicable to borrowings under the line of credit, at our option, is the base rate (the greater of the federal funds rate plus 0.5% or the Bank of America prime rate) or LIBOR, plus, in each case, an
applicable margin which will vary based upon our leverage ratio at the end of each fiscal quarter. At September 30, 2006, the applicable margin with respect to base rate loans was 0.0%, and the applicable margin with respect to LIBOR loans was 1.00%
.. At September 30, 2006, our interest rate on 30-day LIBOR loans was 6.32% .  As of September 30, 2006, we had $157.1 million of borrowings outstanding and $0.9 million in letters of credit outstanding under our line of credit.
In March and September 2006, we entered into a yen denominated line of credit for ¥200.0 million and ¥300.0 million, respectively, with Sumitomo Mitsui Banking Corporation, which has an implied interest rate of 1.4% on ¥300.0 million and 1.6% on ¥200.0 million through April 2007. The principal balance at September 30, 2006 was approximately $2.5 million.
In June 2006, we entered into a capital lease for the purchase of network equipment. This capital lease has an implied interest rate of 3.1% and a term of 36 months. The principal balance at
September 30, 2006 was $0.5 million.
In March 2005, we entered into a capital lease for the purchase of various operating and network equipment. This capital lease line has an implied interest rate that varies between 2.5% and
10.5%, depending on the operating equipment being leased, and a term of 36 months. The principal balance at September 30, 2006 was $2.6 million.
28

In September 2004, Data Communications entered into a capital lease for the purchase of network equipment. This capital lease has an implied interest rate of 3.3% and a term of 60 months. The
principal balance at September 30, 2006 was $0.3 million.
In February 2006, we entered into a three-year $50.0 million interest rate swap at a fixed rate of 4.99%, and in August 2006, we entered into two separate three-year $12.5 million
interest rate swaps at 5.135% and 5.159% respectively. All of these swaps are exclusive of our applicable margin as stated in our credit facility. The interest rate swaps effectively convert the interest payments on $75.0 million of our
LIBOR-based borrowings to a fixed rate. We have not designated these interest rate swaps as hedges and are accounting for them in accordance with SFAS No.133, Accounting for Derivative Instruments and Hedging Activities. Changes in fair
value, which were immaterial for the three and nine months ended September 30, 2006, are recognized in earnings.
At September 30, 2006, we had no other indebtedness outstanding except for the borrowings under our lines of credit and the capital lease obligations as listed above.
Liquidity
As of September 30, 2006, we had $22.6 million of cash and cash equivalents. We generated positive operating cash flows from each of our business segments for the three and nine months
ended September 30, 2006. Each business segment had sufficient cash flows from operations to service existing debt obligations, to fund capital expenditure requirements, which are historically approximately 4% to 6% of annual consolidated revenues,
and to fund research and development costs for new services and enhancements to existing services, which are historically approximately 2% to 3% of annual consolidated revenues.  In 2006, we expect capital expenditure funding requirements to be
slightly higher than our historical averages due to additional spending on new and existing product platforms. Assuming no material change to these costs, which we do not anticipate, we believe that we will generate adequate operating cash flows for
capital expenditures, research and development needs and contractual commitments and to satisfy our indebtedness and fund our liquidity needs for at least the next 12 months. We have drawn on our line of credit in order to fund certain acquisitions
and stock repurchases. At September 30, 2006, we had $142.0 million of undrawn available credit on our existing $300.0 million line of credit.
We regularly review our capital structure and evaluate potential alternatives in light of current conditions in the capital markets. Depending upon conditions in these markets, cash flows from
our operating segments and other factors, we may engage in other capital transactions. These capital transactions include but are not limited to debt or equity issuances or credit facilities with banking institutions.
SUBSEQUENT EVENTS
In November 2006, Conferencing & Collaboration acquired substantially all of the assets and assumed certain liabilities of EC Teleconferencing Pty Limited (ECT), an Australia-based provider
of Web and audio conferencing services to small and medium sized businesses, for approximately AU$5.3 million, net of working capital. We funded the purchase with cash on hand and our local line of credit in Japan. We are in the process of
completing its valuation of certain intangible assets in accordance with SFAS No. 142.
CRITICAL ACCOUNTING POLICIES
Managements Discussion and Analysis of Financial Condition and Results of Operations is based upon our condensed consolidated financial statements and the notes thereto, which
have been prepared in accordance with GAAP.  The preparation of the condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related
disclosure of contingent assets and liabilities. We have reviewed the accounting policies used in reporting our financial results on a regular basis.  We have reviewed these critical accounting policies and related disclosures with the
audit
29

committee of our board of directors. We have identified the policies below as critical to our business operations and the understanding of our financial condition and results of operations:
revenue recognition;
allowance for uncollectible accounts receivable;
goodwill and other intangible assets;
income taxes;
restructuring costs; and
legal contingencies.For a detailed discussion on the application of these accounting policies, see Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, in
our annual report on Form 10-K for the fiscal year ended December 31, 2005.
NEW ACCOUNTING PRONOUNCEMENTS
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109 (FIN 48), which clarifies the
accounting for uncertainty in tax positions. This Interpretation requires that we recognize in our financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits
of the position. The provisions of FIN 48 will be effective as of the beginning of our 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. We are currently
evaluating the impact of adopting FIN 48 on our financial statements.
In September 2006, the SEC staff added Section N to SAB Topic 1 through the issuance of Financial Statements  Considering the Effects of Prior Year Misstatements when Qualifying
Misstatements in Current Year Financial Statements (SAB 108). SAB 108 addresses how a registrant should evaluate whether an error in its financial statements is material. The guidance in SAB 108 will be effective for fiscal years ending after
November 15, 2006.  The adoption of SAB 108 is not expected to have a material impact on our consolidated financial statements. We are currently evaluating the impact of adopting SAB 108 on our financial statements.
FORWARD LOOKING STATEMENTS
When used in this quarterly report on Form 10-Q and elsewhere by us or by management from time to time, the words believes, anticipates, expects,
will, may, should, intends, plans, estimates, predicts, potential, continue and similar expressions are intended to identify forward-looking
statements concerning our operations, economic performance and financial condition. Forward looking statements in this Form 10-Q include, without limitation, statements about our initiatives to emphasize our scale and breadth of services and
capitalize on cross-selling opportunities, our efforts to manage our declining broadcast fax business by transitioning toward more predictable recurring revenue, the expected roll-out of our customer-centric Web portal, our accrual for potential tax
exposure and our assessment and remittance of state sales taxes and our ability to generate adequate operating cash flows.  For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. These statements are based on a number of assumptions and estimates that are inherently subject to significant risks and uncertainties, many of which are beyond our control, and reflect future business
decisions which are subject to change. A variety of factors could cause actual results to differ materially from those anticipated in our forward-looking statements, including the following factors:
Our ability to compete based on price and against our
      existing and future competitors;30

Our ability to respond to rapid technological change and the development of alternatives to our services;

Market acceptance of new services and enhancements to existing services;

Costs or difficulties related to the integration of any new or acquired businesses and technologies;

Concerns regarding the security of transactions and transmitting confidential information over the Internet and public networks;

Our ability to increase our network capacity to meet customer demands;

Our services may be interrupted due to failure of the platforms and network infrastructure utilized in providing our services;

Continued weakness in Data Communications legacy
      broadcast fax business;

Our ability to increase revenues
      from existing or new Conferencing & Collaboration customers to make
      up for lost revenues from one of our historically largest customers;

Our ability to efficiently utilize or re-negotiate minimum purchase requirements in our telecommunications supply agreements;

Increased leverage may harm our financial condition and results of operations;

Our dependence on our subsidiaries for cash flow may negatively affect our business and our ability to pay amounts due under our indebtedness;

Our financial performance could cause future write-downs of goodwill or other intangible assets in future periods;

Assessment of income, state sales and other taxes for which we have not accrued;

Our ability to attract and retain qualified key personnel;

Possible adverse results of pending or future litigation or adverse results of current or future infringement claims;

Our ability to successfully identify suitable acquisition candidates, complete acquisitions, integrate acquired operations into our existing operations or expand into new markets;

Our ability to protect our proprietary technology and intellectual property rights;

Legislative or regulatory changes may adversely affect our Data Communications business;

Possible adverse results if our services become subject to government regulations applicable to traditional telecommunications service providers;

Risks associated with expansion of our international operations and fluctuations in currency exchange rates;

Domestic and international terrorist activity, war and political instability may adversely affect the level of services utilized by our customers and the ability of those customers to pay
  for services utilized;31

General economic or business conditions, internationally, nationally or in the local jurisdiction in which we are doing business, may be less favorable than expected;
Factors described under the
      caption Part I, Item 1A. Risk Factors in our annual report
      on Form 10-K for the year ended December
      31, 2005 and Part II, Item 1A. Risk
  Factors in our quarterly report on Form 10-Q for the quarter ended March 31, 2006; and
Factors described from time to time in our press releases, reports and other filings made with the SEC.We caution that these factors are not exclusive. Consequently, all of the forward-looking statements made in this quarterly report on Form 10-Q and in other documents filed with the SEC are qualified by these cautionary
statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. We take on no obligation to publicly release the results of any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the date of this Form 10-Q, or the date of the statement, if a different date.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates and foreign currency exchange rates. We manage our exposure to these market risks through our regular operating and financing
activities. In addition, in February 2006, we entered into a three-year $50.0 million interest rate swap at a fixed rate of 4.99%, and in August 2006, we entered into two separate three-year $12.5 million interest rate swaps at 5.135% and
5.159% respectively. All of these swaps are exclusive of our applicable margin as stated in our credit facility. These interest rate swaps effectively convert the interest payments of $75.0 million of our LIBOR-based borrowings to a fixed rate.
At September 30, 2006, we had borrowings of approximately $82.1 million outstanding under our line of credit that are subject to interest rate risk. Each 100 basis point increase in
interest rates relative to these borrowings would impact annual pre-tax earnings and cash flows by approximately $1.0 million based on our September 30, 2006 debt level.
Approximately 37.2% of our consolidated revenues and 35.9% of our consolidated operating costs and expenses were transacted in foreign currencies for the nine-month period ended September 30,
2006. As a result, fluctuations in exchange rates impact the amount of our reported revenues and operating income when translated into U.S. dollars. A hypothetical positive or negative change of 10% in foreign currency exchange rates would
positively or negatively change consolidated revenues for the nine-month period ended September 30, 2006 by approximately $13.7 million and consolidated operating costs and expenses for the nine-month period ended September 30, 2006 by
approximately $10.5 million. We have not used derivatives to manage foreign currency exchange translation risk, and no foreign currency exchange derivatives were outstanding at September 30, 2006.
ITEM 4. CONTROLS AND PROCEDURESDisclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30,
2006. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective, as of September 30, 2006, to provide reasonable assurance that the information
required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
32

Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2006 that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
33

PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We have several litigation matters pending, including matters 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, who acquired our common
stock upon our acquisition of our Data Communications subsidiary, Xpedite.  Plaintiffs alleged 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, rescission or rescissory 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 was granted. The defendants motion to dismiss was granted in part and denied in
part.  In September 2003, the district court granted in its entirety the defendants motion for summary judgment and denied as moot the defendants motion in limine. In September 2004, the U.S. Court of Appeals for the Eleventh Circuit
affirmed as to the dismissal of the negligent misrepresentation and Section 12 claims and reversed and remanded for further proceedings on the Section 11 claim. In October 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 in November 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 in December 2004. The case was 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 was denied in April 2005. 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,
which were granted on September 27, 2005. On October 26, 2005, plaintiffs filed a notice of appeal to the Eleventh Circuit, and oral arguments were heard on October 6, 2006.
On August 21, 2006, a lawsuit was filed in the U.S. District Court for the Eastern District of Texasby Ronald A. Katz
Technology Licensing against three conferencing service providers, including us, alleging that the defendants automated telephone conferencing systems that enable [their] customers to perform multiple-party meetings and various other
functions over the telephone infringe six of plaintiffs patents. The complaint seeks undisclosed monetary damages, together with pre- and post-judgment interest, treble damages for what is alleged to be willful infringement,
attorneys fees and costs and injunctive relief. On October 16, 2006, we filed our answer, affirmative defenses and counterclaim to the complaint, including seeking declaratory judgment of noninfringement, invalidity and unenforceability and
attorneys fees and costs.
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 1A. RISK FACTORS
Part I, Item 1A. Risk Factors in our annual report on Form 10-K for the year ended December 31, 2005 and Part II, Item 1A. Risk Factors in our quarterly report on Form
10-Q for the quarter ended March 31, 2006 includes a detailed discussion of risk factors that could materially affect our business, financial condition or results of operations. Other than with respect to the following risk factors previously
disclosed in our SEC filings and updated below, there have been no material changes from the risk factors disclosed in those reports.
34

If claims alleging patent, copyright or trademark infringement are brought against us and successfully prosecuted against us, they could result in substantial costs.
Many patents, copyrights and trademarks have been issued in the general areas of information services, telecommunications, computer telephony and the Internet. From time to time, in the
ordinary course of our business, we have been and expect to continue to receive notices, or be subject to third party claims or proceedings, alleging that our current or future products or services infringe the patent, copyright or trademark rights
or other intellectual property rights of third parties. For example, on August 21, 2006, a lawsuit was filed in the U.S. District Court for the Eastern District of Texas by Ronald A. Katz Technology Licensing, L.P. against three conferencing service
providers, including us, alleging patent infringement. The complaint seeks undisclosed monetary damages, together with pre- and post-judgment interest, treble damages for what is alleged to be willful infringement, attorneys fees and costs and
injunctive relief. In addition, certain of our former Voicecom customers have alleged that we are obligated to indemnify them against patent infringement claims made by Katz against such customers. We do not believe that we have an obligation to
indemnify such customers. However, due to the inherent uncertainties of litigation, we are unable to predict the outcome of this matter, and an adverse outcome could have a material effect on our business, financial condition and results of
operation.
We ultimately may not prevail on any such claims and any claiming parties may have significantly greater resources than we have to pursue litigation of these types of claims.  Any infringement
claim, whether with or without merit, could:
be time consuming and a diversion to management;
result in costly litigation;
cause delays in introducing new services or enhancements; and
result in costly royalty or licensing agreements.If a successful claim is made against us and we fail to develop non-infringing technology, our business, financial condition and results of operation could be materially adversely affected.
Regulatory and legislative changes may discourage certain customers from using some of our Data Communications services and could adversely impact our results of operations.
Legislative and regulatory changes have imposed additional restrictions that may impact our business. Such changes include the passage of federal legislation to curb unsolicited commercial
e-mail and additional restrictions on telemarketing and unsolicited fax advertising. These changes include the establishment of a nationwide do not call registry for residential and wireless telephone numbers. The Telephone
Communications Protection Act of 1991, as amended (TCPA), and associated rules promulgated by the Federal Communications Commission (FCC) prohibit the sending of unsolicited fax advertisements and proscribe certain telemarketing practices. Other
federal laws implemented by the Federal Trade Commission (FTC) also substantially regulate telemarketing. The FTC recently proposed to bar prerecorded telemarketing calls except in instances of prior express consent. If adopted, this action could
impact customer use of our broadcast voice services to the extent a customer sought to use this service for marketing messages, distinct from informational/transactional messages.In addition to federal laws and
regulations, there are numerous state laws and regulations governing such activities. Compliance with applicable laws and regulations could have an adverse impact on the volume of fax, e-mail and voice messages sent utilizing Data
Communications platforms. For example, although Congress amended the TCPA by passing the Junk Fax Prevention Act of 2005 (JFPA) to expressly permit the faxing of advertisements to entities and persons that have an established business
relationship (EBR) with a sender provided certain conditions are met, Congress also imposed new notice language for fax advertisements and mandated an opt-out mechanism. In April 2006, the FCC issued rules to implement the JFPA that went into effect
on August 1, 2006. The rules clarify the definition of EBR and also require that in addition to the EBR, the sender must have obtained the facsimile number at issue directly from the recipient, from a directory or Internet site voluntarily made
available by a recipient or that the EBR pre-dated July 9, 2005. The FCC also clarified the requirements of the new opt-out notice. Among other requirements under the new rules, opt-out requests submitted by fax recipients must be implemented within
30 days.  Despite the passage of the JFPA, new notice requirements and any future time limits on the EBR exemption may discourage use
35

by some of our Data Communications customers of our broadcast fax services and could adversely impact our Data Communications revenue.  In addition, we could be subject to litigation concerning our compliance and our
customers compliance with these laws and regulations, as well as governmental enforcement actions, regulatory fines and penalties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIESTotal Number of SharesTotal Number
	
	
	
	
	Purchased as Part of
	
	Maximum Number of Sharesof Shares
	
	Average Price
	
	Publicly Announced
	
	that May Yet Be PurchasedPeriod
	
	Purchased
	
	Paid per Share
	
	Plans or Programs
	
	Under the Plans or ProgramsJuly 1-31, 2006
	
	24,900
	
	$
	7.33
	
	24,900
	
	6,975,100August 1-31, 2006
	
	1,275,100
	
	$
	7.66
	
	1,275,100
	
	5,700,000September 1-30, 2006
	
	0
	
	
	
	
	0
	
	5,700,000Total
	
	1,300,000
	
	$
	7.66
	
	1,300,000
	
	5,700,000In June 2006, our board of directors authorized, and we announced, a new stock repurchase program under which we could purchase up to 7.0 million shares of our common stock. In that same month,
we had reached our prior authorized limit of 5.4 million shares from our prior stock repurchase program approved by our board in May 2000, as amended and increased in January 2003.
ITEM 3. DEFAULTS UPON SENIOR SECURITIESNone.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.ITEM 5. OTHER INFORMATIONNone.
ITEM 6. EXHIBITS
10.1
	Revised Summary of the Equity
          Compensation Component to the Registrants Non-Employee Director Compensation (incorporated by
  reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K
  dated July 26,  2006).10.2
	Amended and Restated Employment
          Agreement between Theodore P. Schrafft and Registrant, dated September
          15, 2006 (incorporated by reference to Exhibit 10.1 to the Registrants
          Current Report on Form 8-K dated September 13, 2006 and filed September
    19, 2006).10.3
	Amended and Restated Employment
          Agreement between T. Lee Provow and Registrant, dated September 15,
          2006 (incorporated by reference to Exhibit 10.2 to the Registrants
          Current Report on Form 8-K dated September 13, 2006 and filed September
    19, 2006).10.4
	First Amendment to Fourth Amended and Restated Executive
  Employment Agreement between Boland T. Jones and Registrant, dated September
  15, 2006 (incorporated by reference to Exhibit36

10.3 to the Registrants
      Current Report on Form 8-K dated September 13, 2006 and filed September
      19, 2006).10.5
	First Amendment to Fourth
          Amended and Restated Executive Employment Agreement between Jeffrey
          A. Allred and Registrant, dated September 15, 2006 (incorporated by
          reference to Exhibit 10.4 to the Registrants
  Current Report on Form 8-K dated September 13, 2006 and filed September 19,
    2006).10.6
	Amendment to Employment
          Letter between Michael E. Havener and Registrant, dated September 15,
          2006 (incorporated by reference to Exhibit 10.5 to the Registrants
          Current Report on Form 8- K dated September 13, 2006 and filed September
    19, 2006).10.7
	Amendment to the Premiere Global Services, Inc. 2004
  Long-Term Incentive Plan dated September 29, 2006.10.8
	Amendment No. 4 and Waiver to Credit Agreement dated
  as of October 3, 2006, by and among Premiere Global Services, Inc. as Borrower,
  Bank of America, N.A., as Administrative Agent, and the Guarantors and the Lenders
  that  are parties thereto.10.9
	Second Amendment to Fifth Amendment to Standard Office
  Lease, dated September 11, 2006, by and between 2221 Bijou, LLC and American
  Teleconferencing Services, Ltd., as amended.31.1
	Certification of Chief Executive Officer pursuant to
  Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.31.2
	Certification of Chief Financial Officer pursuant to
  Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.32.1
	Certification of Chief Executive Officer pursuant to
  Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.
  Section 1350.32.2
	Certification of Chief Financial Officer, as required
  by Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C.
  Section 1350.37

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.
Date: November 9, 2006
    PREMIERE GLOBAL SERVICES, INC./s/
    Michael E. HavenerMichael E. HavenerChief Financial Officer(principal financial and accounting officer andduly authorized signatory of the Registrant)

38

EXHIBIT INDEX
Exhibit Number
  
  Description10.1
	
	Revised Summary of the Equity
          Compensation Component to the Registrants Non- Employee Director Compensation (incorporated by reference to Exhibit 10.1 to the Registrants
    Current Report on Form 8-K dated July 26, 2006).10.2
	
	Amended and Restated Employment
          Agreement between Theodore P. Schrafft and Registrant, dated September
          15, 2006 (incorporated by reference to Exhibit 10.1 to the Registrants
          Current Report on Form 8-K dated September 13, 2006 and filed September
    19, 2006).10.3
	
	Amended and Restated Employment
          Agreement between T. Lee Provow and Registrant, dated September 15,
          2006 (incorporated by reference to Exhibit 10.2 to the Registrants
          Current Report on Form 8-K dated September 13, 2006 and filed September
    19, 2006).10.4
	
	First Amendment to Fourth
          Amended and Restated Executive Employment Agreement between Boland
          T. Jones and Registrant, dated September 15, 2006 (incorporated by
          reference to Exhibit 10.3 to the Registrants Current
  Report on Form 8-K dated September 13, 2006 and filed September 19, 2006).10.5
	
	First Amendment to Fourth
          Amended and Restated Executive Employment Agreement between Jeffrey
          A. Allred and Registrant, dated September 15, 2006 (incorporated by
          reference to Exhibit 10.4 to the Registrants Current
  Report on Form 8-K dated September 13, 2006 and filed September 19, 2006).10.6
	
	Amendment to Employment
          Letter between Michael E. Havener and Registrant, dated September 15,
          2006 (incorporated by reference to Exhibit 10.5 to the Registrants
          Current Report on Form 8-K dated September 13, 2006 and filed September
    19, 2006).10.7
	
	Amendment to the Premiere Global Services, Inc. 2004 Long-Term Incentive Plan dated September 29, 2006.10.8
	
	Amendment No. 4 and Waiver to Credit Agreement dated as of October 3, 2006, by and among Premiere Global Services, Inc. as Borrower, Bank of America, N.A., as Administrative Agent, and the Guarantors and the Lenders that
  are parties thereto.10.9
	
	Second Amendment to Fifth Amendment to Standard Office Lease, dated September 11, 2006, by and between 2221 Bijou, LLC and American Teleconferencing Services, Ltd., as amended.31.1
	
	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.31.2
	
	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.32.1
	
	Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.32.2
	
	Certification of Chief Financial Officer, as required by Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.39