-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LFCFHnFcMEx1c6gobqvm6bfHMATF3hie2IqYUTzoF5iPKkYPYYoSp8dEtkExYDs6 kYFsefpWJ9egMm3Cebqrcg== 0000950135-03-002668.txt : 20030429 0000950135-03-002668.hdr.sgml : 20030429 20030429172438 ACCESSION NUMBER: 0000950135-03-002668 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030424 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIGHTBRIDGE INC CENTRAL INDEX KEY: 0001017172 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 043065140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21319 FILM NUMBER: 03670365 BUSINESS ADDRESS: STREET 1: 67 S BEDFORD ST CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6173594000 MAIL ADDRESS: STREET 1: 67 SOUTH BEDFORD STREET CITY: BURLINGTON STATE: MA ZIP: 01803 8-K 1 b46466lbe8vk.txt LIGHTBRIDGE, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report. (Date of earliest event reported) April 24, 2003 LIGHTBRIDGE, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 000-21319 04-3065140 (State or Other Jurisdic- (Commission (IRS Employer tion of Incorporation) File Number) Identification No.) 67 SOUTH BEDFORD STREET, BURLINGTON, MASSACHUSETTS 01803 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (781) 359-4000 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. The Company announced an amendment to its Stock Repurchase Program approved in September 2001. The expanded program is valid for two more years until September 2005 and authorizes the purchase of up to an additional 2 million shares of the Company's common stock in addition to the approximately 600,000 shares left to be purchased under the original Stock Repurchase Program. As of March 31, 2003, Lightbridge repurchased approximately 1.4 million shares of its common stock under the original Stock Repurchase Program. In addition, the Company announced that Dorothy Terrell, a Venture Partner with First Light Capital, joined the Board of Directors and will serve as a member of the Compensation Committee. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 Press Release dated April 24, 2003, entitled "Lightbridge Reports First Quarter Financial Results." 99.2 Press Release dated April 24, 2003, entitled "Lightbridge Appoints Dorothy Terrell to Board of Directors." ITEM 9. REGULATION FD DISCLOSURE PROVIDED UNDER ITEM 12 In accordance with SEC Release No. 33-8216, the following information, required to be furnished under Item 12 "Results of Operations and Financial Condition," is instead furnished under Item 9 "Regulation FD Disclosure" and is incorporated by reference herein. This information is being furnished, not filed, pursuant to Item 12. Accordingly, this information will not be incorporated by reference into any registration statement filed by Lightbridge, Inc. under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by Lightbridge, Inc. that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of Lightbridge, Inc. or any of its affiliates. On April 24, 2003, Lightbridge, Inc., a Delaware corporation ("Lightbridge" or the "Company"), announced its results of operations for the quarter ended March 31, 2003. Revenues of $28.4 million were down sequentially from $30.6 million in the fourth quarter of 2002 and from $37.9 million in the first quarter of 2002. The Company reported a net loss of $357,000, or ($0.01) per share, versus net income of $2.8 million, or $0.10 per share, in the first quarter of 2002. The Company also estimated that revenue will be in the range of $27.0 - $29.0 million in the second quarter of 2003 and earnings per share in the range of ($0.03) - ($0.05). A copy of the press releases issued by Lightbridge on April 24, 2003, which commented on the actions described above, are included as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein. ----------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LIGHTBRIDGE, INC. By: /s/ Harlan Plumley ---------------------- Harlan Plumley Vice President, Finance and Administration, Chief Financial Officer and Treasurer April 29, 2003 EX-99.1 3 b46466lbexv99w1.txt PRESS RELEASE - FIRST QUARTER FINANCIAL RESULTS EXHIBIT 99.1 LIGHTBRIDGE REPORTS FIRST QUARTER FINANCIAL RESULTS Company meets previously announced guidance Cash and short term investment balances increase to $135.6 million, or $5.00 per share Company expands stock repurchase program BURLINGTON, MA - APRIL 24, 2003 -- Lightbridge, Inc. (Nasdaq: LTBG), a global enabler of mobile and online business solutions, today reported financial results for the first quarter of 2003. Revenues of $28.4 million were down sequentially from $30.6 million in the fourth quarter of 2002 and from $37.9 million in the first quarter of 2002. The decline reflects a challenging sales environment and continued uncertainty throughout the wireless industry. The Company reported a net loss of $357,000, or ($0.01) per share, versus net income of $2.8 million, or $0.10 per share, in the first quarter of 2002. As part of the Company's ongoing focus on cost control, and as announced in March of 2003, the Company plans to transfer its call center operations in Broomfield, Colorado, to a neighboring Lightbridge building and to its Lynn, Massachusetts facility. Upon completion, this action is expected to generate annualized cost savings of approximately $1.2 million. "We are generally pleased with our first quarter results despite continuing challenges with the pace of spending in the wireless sector. Today, we reported revenue at the high end of our expectations and net income within our guidance range. While uncertainty and weakness continue to set the tone for technology spending in our client markets and the economy at large, Lightbridge delivered on its plans for the first quarter of 2003 by expanding its product offering and streamlining overall costs." stated Pamela D.A. Reeve, the Chief Executive Officer of Lightbridge. "We also ended the quarter with $135.6 million of cash and short-term investments, or $5.00 per share." SELECT HIGHLIGHTS FROM THE QUARTER o FIRST ONLINE CLIENT IS UP AND RUNNING - In February of 2003, a world leader in online auction services deployed the Lightbridge(R) Online Risk Management Suite(TM) to combat the threat of online identity theft and fraud. Utilizing LIght bridge's proven fraud and identity authentication platforms, the Lightbridge Online Risk Management Suite allows online businesses to screen for fraudulent transactions and authenticate the identity of customers, buyers and sellers for web-based transactions, in real-time. o GSM CAPABILITY IN NEW RELEASE OF PREPAID IN BILLING SOLUTION - Lightbridge(R) PrePay(TM) Release 9, the Company's prepaid mobile billing solution, now has GSM support and new billing and call rating functionality. Lightbridge PrePay allows service providers to quickly implement new revenue-generating voice and data services regardless of the carrier's - more - infrastructure. GSM services more than 824 million subscribers in over 193 countries representing approximately 71 percent of the total digital wireless market today. (1) Ms. Reeve continued, "In response to our clients' needs, we enhanced our extensive customer validation, acquisition, retention and fraud assessment services during the quarter. As carriers continue to make progress in their pursuit of profitable subscribers and customers, Light bridge's transaction and software platforms continue to provide stable, secure, independent and comprehensive solutions to carriers who are focused on operational efficiency and performance." Ms. Reeve concluded, "We believe Lightbridge will be in a strong market position once the economy improves. At a time when other companies are pulling back on their investments in research and development and team-building, we continue to push ahead based on the strength of our balance sheet and our commitment to increasing long-term shareholder value." BOARD OF DIRECTORS: NEW APPOINTMENTS In an effort to continue strengthening its corporate governance practices, Lightbridge announced Kevin Melia has been appointed Chairman of the Board of Directors. Mr. Melia joined the Company's Board in October of 2002 and serves as a member of the Audit Committee. Also today, the Company announced that Dorothy Terrell, a Venture Partner with First Light Capital, joined the Board of Directors and will serve as a member of the Compensation Committee. Ms. Terrell brings her diverse leadership skills and broad financial and technological experience to advise the Company as a member of the Board. Earlier in her career, Ms. Terrell served as a corporate officer at Sun Microsystems, Inc. and as President of SunExpress, Inc., the aftermarketing company of Sun Microsystems, Inc. STOCK REPURCHASE PROGRAM In line with its efforts to increase shareholder value and demonstrate continuing confidence in the Company's long-term prospects, the Lightbridge Board of Directors today announced an amendment to its Stock Repurchase Program approved in September 2001. The expanded program is valid for two more years until September 2005 and authorizes the purchase of up to an additional 2 million shares of the Company's common stock in addition to the approximately 600,000 shares left to be purchased under the original Stock Repurchase Program. As of March 31, 2003, Lightbridge repurchased approximately 1.4 million shares of its common stock under the original Stock Repurchase Program. SECOND QUARTER 2003 GUIDANCE Reflecting the business outlook described above, the Company continues to be cautious regarding near term results. The Company estimates revenue will be in the range of $27.0 - $29.0 million in the second quarter of 2003 and earnings per share in the range of ($0.03) - ($0.05). CONFERENCE CALL INFORMATION Lightbridge will conduct a conference call to discuss the information contained in this news release today, on Thursday, April 24, 2003 at 9:00 a.m. (EDT). Investors wishing to listen to a webcast of - more - the conference call should link to the "Investor Relations" of www.lightbridge.com at least 15 minutes prior to the broadcast and follow the instructions provided to assure the necessary audio applications are downloaded and installed. The call will be available online at the Company's website for one week. The call also can be accessed live over the phone by dialing 888-297-6395. International callers, please dial: 973-582-2785. An audio replay of the call will be available one hour after the call and can be accessed by dialing 877-519-4471 along with pass code: 3808944. The audio replay will be available until May 1, 2003. ABOUT LIGHTBRIDGE Lightbridge is a global enabler of mobile and online business solutions, offering software and services designed to maximize the lifetime value of customers, minimize risk, and drive profitability. Lightbridge real-time applications qualify customers, assess credit, screen for fraud, authenticate customers, monitor transaction behavior, and limit identity theft. Since 1989, Lightbridge has helped wireless carriers reduce the risks associated with 'faceless transactions.' Today's Lightbridge is applying that carrier-grade reliability and scalability to global e-businesses that want to minimize online customer risk with effective, efficient automated processes. Our combined solutions and services create a trusted environment for customers, while safeguarding business information and transactions. Businesses supported by Lightbridge have the competitive ability to translate prospects into profitable lifetime customers, whether transactions are completed on wired, wireless, or Internet devices. Visit us at http://www.lightbridge.com or call 800-LIGHTBR. ### - more - FORWARD-LOOKING STATEMENTS Certain statements in this news release that are not historical facts, including, without limitation, those relating to the business outlook in the future, the Company's plans for 2003, the expectations for the wireless industry, the financial guidance for the second quarter of 2003, the Company's product and services development plans and the Company's market position are forward-looking statements that involve risks and uncertainties. Such statements are based upon the current beliefs and expectations of the management of the Company, and are subject to significant risks and uncertainties. Actual results may vary materially from those contained in forward-looking statements based on a number of factors including, without limitation, (i) dependence on a limited number of clients, (ii) the Company's revenue concentration in the wireless telecommunications business and the declining subscriber growth rate in that business, (iii) the adverse impact that the financial and operating difficulties of the Company's clients may have on the Company's future revenues, and financial and operating results, (iv) continuing rapid change in the telecommunications industry and other markets in which the Company does business that may affect both the Company and its clients, (v) uncertainties associated with the Company's ability to develop new products, services and technologies, (vi) market acceptance of the Company's new products, services and technologies and continuing demand for the Company's products, services and technologies, (vii) the impact of competitive products, services and pricing on both the Company and its clients, (viii) current and future economic conditions generally and particularly in the telecommunications industry including, without limitation, decreases or delays in capital spending by carriers and global economic recession, (ix) integration, employee retention, recognition of cost and other benefits and revenue synergies, and other risks associated with acquisitions including the merger with Corsair Communications, Inc. and the Altawave acquisition, (x) uncertainties about the Company's ability to execute on its objectives, plans or strategies including, without limitation, product or services development plans and the impact of those plans on the Company's business and operations, the online business strategy, the plans to maintain and extend the Company's position in the wireless market, and the plans to develop alliances, seek acquisitions, grow the Company's client base, control costs, and to expand into new markets, (xi) economic and political instability in the domestic and international markets including, without limitation, the impact of terrorist threats and hostilities and the declaration of war or similar actions, (xii) the impact of restructuring and other charges on the Company's business and operations, and (xiii) the factors disclosed in the Company's filings with the U.S. Securities and Exchange Commission including, without limitation, its 2002 Annual Report on Form 10-K. The Company undertakes no obligation to update any forward-looking statements. CONTACTS: Susan Griffin Glen Zimmerman Brad Cohen/Ashley Ammon Investor Relations Media Relations IR Counsel to Lightbridge Lightbridge, Inc. Lightbridge, Inc. ICR 781/359-4854 781/359-4705 203/222-9013 sgriffin@lightbridge.com gzimmerman@lightbridge.com bcohen@icr-online.com
- more - LIGHTBRIDGE and the Lightbridge logo are registered trademarks and Lightbridge Online Risk Management Suite and Lightbridge PrePay are trademarks of Lightbridge, Inc. All other trademarks or registered trademarks are the properties of their respective owners. (1) Data is based upon information of EMC, a research and market intelligence firm for the wireless industry; EMC is a trading division of Informa UK, Ltd. LIGHTBRIDGE, INC. AND SUBSIDIARIES UNAUDITED TABLE 1: FINANCIAL HIGHLIGHTS (QUARTERLY COMPARISONS)
(In millions, except per Q1 2003 Q4 2002 % CHANGE Q1 2002 % CHANGE share data and %) Revenues Transaction $ 19.8 $ 21.4 (7.5%) $ 25.0 (21.0%) Software Licensing $ 1.6 $ 1.7 (3.1%) $ 3.9 (59.4%) Consulting & Services $ 6.3 $ 7.2 (12.5%) $ 8.4 (24.7%) Hardware $ 0.7 $ 0.3 108.1% $ 0.6 27.2% Total Revenues $ 28.4 $ 30.6 (7.1%) $ 37.9 (25.1%) Net Income (Loss) ($0.4) $ 1.2 (130.4%) $ 2.8 (112.9%) EPS ($0.01) $ 0.04 (131.0%) $ 0.10 (113.6%) Diluted Shares (for EPS) 27.3 27.8 (1.9%) 28.8 (5.1%) Total Cash and Short-Term $ 135.6 $ 133.5 1.6% $ 122.3 10.8% Investments
- more - LIGHTBRIDGE, INC. AND SUBSIDIARIES UNAUDITED, CONDENSED, CONSOLIDATED TABLE 2: STATEMENT OF OPERATIONS (QUARTER ENDED)
(IN THOUSANDS, EXCEPT PER QUARTER ENDED % OF TOTAL QUARTER ENDED % OF TOTAL $ % SHARE DATA) MAR. 31, 2003 REVENUE MAR. 31, 2002 REVENUE DIFFERENCE DIFFERENCE - ----------- ------------- ------- ------------- ------- ---------- ---------- Revenues: Transaction $19,783 69.6% $25,052 66.0% $(5,269) (21.0%) Software licensing 1,606 5.7% 3,957 10.4% (2,351) (59.4%) Consulting and services 6,291 22.1% 8,353 22.0% (2,062) (24.7%) Hardware 743 2.6% 584 1.6% 159 27.2% ------- ----- ------- ----- ------- ----- Total revenues 28,423 100.0% 37,946 100.0% (9,523) (25.1%) ------- ----- ------- ----- ------- ----- Cost of revenues: Transaction 11,219 39.5% 13,370 35.2% (2,151) (16.1%) Software licensing 144 0.5% 395 1.1% (251) (63.5%) Consulting and services 2,901 10.2% 4,143 10.9% (1,242) (30.0%) Hardware 568 2.0% 413 1.1% 155 37.5% ------- ----- ------- ----- ------- ----- Total cost of revenues 14,832 52.2% 18,321 48.3% (3,489) (19.0%) ------- ----- ------- ----- ------- ----- Gross margin: Transaction 8,564 30.1% 11,682 30.8% (3,118) (26.7%) Software licensing 1,462 5.2% 3,562 9.3% (2,100) (59.0%) Consulting and services 3,390 11.9% 4,210 11.1% (820) (19.5%) Hardware 175 0.6% 171 0.5% 4 2.3% ------- ----- ------- ----- ------- ----- Total gross margin 13,591 47.8% 19,625 51.7% (6,034) (30.7%) ------- ----- ------- ----- ------- ----- Operating expenses: Development costs 7,077 24.9% 7,785 20.5% (708) (9.1%) Sales and marketing 3,987 14.0% 3,736 9.8% 251 6.7% General and administrative 3,366 11.8% 4,553 12.0% (1,187) (26.1%) Purchased in-process R&D -- -- 1,618 4.3% (1,618) (100.0%) Restructuring costs 77 0.3% -- -- 77 100.0% ------- ----- ------- ----- ------- ----- Total operating expenses 14,507 51.0% 17,692 46.6% (3,185) (18.0%) ------- ----- ------- ----- ------- ----- Income (loss) from operations (916) (3.2%) 1,933 5.1% (2,849) (147.4%) Other income, net 470 1.6% 632 1.7% (162) (25.6%) ------- ----- ------- ----- ------- ----- Income (loss) before taxes (446) (1.6%) 2,565 6.8% (3,011) (117.4%) Provision (benefit) for income taxes (89) (0.3%) (205) (0.5%) 116 (56.6%) ------- ----- ------- ----- ------- ----- Net income (loss) $(357) (1.3%) $2,770 7.3% $(3,127) (112.9%) ======= ===== ======= ===== ======= ===== Weighted average shares 27,328 28,801 ======= ======= Diluted earnings (loss) per share $(0.01) $0.10 ======= =======
- more - LIGHTBRIDGE, INC. AND SUBSIDIARIES UNAUDITED, CONDENSED, CONSOLIDATED TABLE 3: BALANCE SHEETS
(IN THOUSANDS) CHANGE FROM ASSETS MAR. 31, 2003 DEC. 31, 2002 DEC. 31, 2002 ------ ------------- ------------- ------------- Current assets: Cash and cash equivalents $ 92,743 $ 90,664 $ 2,079 Short-term investments 42,807 42,806 1 -------- --------- ------- Total cash and short-term investments 135,550 133,470 2,080 Accounts receivable, net 15,308 17,679 (2,371) Other current assets 6,745 6,124 621 -------- --------- ------- Total current assets 157,603 157,273 330 Property and equipment, net 13,852 16,183 (2,331) Other assets, net 7,170 7,216 (46) -------- --------- ------- Total assets $178,625 $ 180,672 $(2,047) ======== ========= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 13,658 $ 15,145 $(1,487) Deferred revenues 5,437 4,292 1,145 Reserve for restructuring 1,080 1,335 (255) -------- --------- ------- Total current liabilities 20,175 20,772 (597) Long-term liabilities 109 259 (150) -------- --------- ------- Total liabilities 20,284 21,031 (747) -------- --------- ------- Stockholders' equity: Total stockholders' equity 158,341 159,641 (1,300) -------- --------- ------- Total liabilities and stockholders' equity $178,625 $ 180,672 $(2,047) ======== ========= =======
EX-99.2 4 b46466lbexv99w2.txt PRESS RELEASE - DOROTHY TERRELL Exhibit 99.2 LIGHTBRIDGE APPOINTS DOROTHY TERRELL TO BOARD OF DIRECTORS BURLINGTON, MA - APRIL 24, 2003 - Lightbridge, Inc. (Nasdaq: LTBG), a global enabler of mobile and online businesses solutions, today announced the appointment of Dorothy A. Terrell to its Board of Directors. Ms. Terrell brings her diverse leadership skills and broad set of financial and technological experiences to advise the company as a member of the board. Ms. Terrell has a wealth of experience in managing technology-focused companies. She is currently a partner at First Light Capital, a venture capital firm committed to identifying and funding early stage technology companies focused on enterprise software, communications and business-to-business e-commerce. Previously, Ms. Terrell served on the executive team of NMS Communications, a pioneer in the delivery of voice, video and data services. Her roles at NMS included president of the platforms and services group, senior vice president of worldwide sales and senior vice president of corporate operations. "Dorothy's numerous leadership roles in technology companies give her a very impressive background," said Pamela Reeve, CEO of Lightbridge. "Her extensive operational and international experience will be instrumental in guiding Lightbridge's business strategy toward new areas of efficiency and opportunity." Ms. Terrell served as a corporate officer at Sun Microsystems, Inc., and as president of SunExpress, Inc., the aftermarketing company of Sun Microsystems, Inc. In this role she helped pioneer Sun's ability to conduct business through electronic commerce. She also held a number of senior roles at Digital Equipment Corporation, where she transformed two unproven technologies into high-volume products. Ms. Terrell's current Board appointments include Herman Miller, Inc., (Nasdaq: MLHR); General Mills (NYSE: GIS), Inc; Sears, Roebuck and Company (NYSE: S); the Massachusetts Software and Internet Council; Massachusetts General Hospital; and the National Housing Partnership Foundation. She also serves in leadership roles with numerous community organizations, including the Dimock Community Health Center and Boston 2004. She is a Founding Board Member of the Commonwealth Institute. Ms. Terrell's numerous awards include being named one of the "Top 50 Women Line Managers in America" by Executive Female magazine; a "Top Ten Business Marketer" by Business Marketing magazine; and one of "20 Women of Power and Influence in Corporate America" by Black Enterprise magazine. Ms. Terrell holds a B.A. from Florida A & M University, which has presented her with a Distinguished Alumni Award. ABOUT LIGHTBRIDGE, INC. Lightbridge is a global enabler of mobile and online business solutions, offering software and services designed to maximize the lifetime value of customers, minimize risk and drive profitability. Lightbridge real-time applications qualify customers, assess credit, screen for fraud, authenticate customers, monitor transaction behavior and limit identity theft. Since 1989, Lightbridge has helped wireless carriers reduce the risks associated with 'faceless transactions.' Today's Lightbridge is applying that carrier-grade reliability and scalability to global e-businesses that want to minimize online customer risk with effective, efficient automated processes. Our combined solutions and services create a trusted environment for customers, while safeguarding business information and transactions. Businesses supported by Lightbridge have the competitive edge to translate prospects into profitable lifetime customers, whether transactions are completed on wired, wireless or Internet devices. Visit us at http://www.lightbridge.com or call 800-LIGHTBR. ### Editorial Contacts: Glen Zimmerman Matthew Geissman or Ashton Maxfield Media Relations PR Counsel for Lightbridge Lightbridge, Inc. Bock Communications, Inc. 781/359-4705 714/540-1030 x25 or x21 gzimmerman@lightbridge.com mgeissman@bockpr.com amaxfield@bockpr.com LIGHTBRIDGE and the Lightbridge logo are registered trademarks of Lightbridge, Inc. All other trademarks and registered -----END PRIVACY-ENHANCED MESSAGE-----