-----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, RRF2qq95PCj0p5vOtb4Ch4n1URb6JFGyjkbJrpVIwC8gvUhVWSNej6DR+0JWox9t tYL4MM8V8v3b2eHi5/LBBA== 0000950135-04-002109.txt : 20040428 0000950135-04-002109.hdr.sgml : 20040428 20040428172536 ACCESSION NUMBER: 0000950135-04-002109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040428 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040428 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: 04761625 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 b50462lie8vk.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 28, 2004 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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. 99.1 Press Release dated April 28, 2004, entitled "Lightbridge Reports First Quarter 2004 Financial Results." ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On April 28, 2004, Lightbridge, Inc., a Delaware corporation ("Lightbridge" or the "Company"), announced its results of operations for the quarter ended March 31, 2004. A copy of the press release issued by Lightbridge on April 28, 2004, entitled "Lightbridge Reports First Quarter 2004 Financial Results" is included as Exhibit 99.1 to this Current Report on Form 8-K and is 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 28, 2004 EX-99.1 2 b50462liexv99w1.txt PRESS RELEASE DATED APRIL 28, 2004 Exhibit 99.1 LIGHTBRIDGE REPORTS FIRST QUARTER 2004 FINANCIAL RESULTS Company meets recently increased revenue and earnings guidance Acquisition of Authorize.Net Expected to be Accretive in 2004 BURLINGTON, MA - April 28, 2004 -- Lightbridge, Inc. (Nasdaq: LTBG), a leading provider of technology solutions that manage customer transactions, today reported financial results for the first quarter 2004. Revenues increased 4.2% in the first quarter 2004 to $29.6 million versus $28.4 million in the first quarter 2003. Revenue performance was driven primarily by stronger Transaction volume and increased activity in Software Licensing and Hardware, when compared to the year-ago quarter. The Company reported a net loss of $723,000, or $0.03 per share, during the first quarter 2004, versus a net loss of $357,000, or $0.01 per share, in the same period last year. First quarter 2004 results included restructuring costs of $499,000, in-process research and development costs related to Authorize.Net of $661,000 and a tax benefit of $292,000. First quarter 2003 results included restructuring costs of $77,000. Pamela D.A. Reeve, President and Chief Executive Officer of Lightbridge stated, "Subscriber activity showed momentum in the first quarter across most wireless carriers, which was beneficial to our core business. With technology spending on the rise, we aim to be the clear provider of choice for customer transaction management. This quarter is a solid start to a year in which we expect to see positive results from our R&D investments, acquisition initiatives and cost alignment activity all aimed at the growth and long-term profitability of the Company." COMPANY COMPLETES AUTHORIZE.NET ACQUISITION On March 31, 2004, Lightbridge completed its purchase of Authorize.Net Corporation for $82 million, exclusive of acquisition costs. Authorize.Net provides secure, reliable, Internet Protocol (IP) based payment gateway solutions that enable merchants to authorize, settle and manage electronic transactions anytime, anywhere, via Websites, at retail locations, and on wireless devices. Authorize.Net has a diverse customer base and operates 24 hours per day. Lightbridge expects Authorize.Net to be accretive to 2004 earnings in the range of $0.03 to $0.04 per diluted share. For the first quarter 2004, the assets of Authorize.Net are included in the Company's financial statements as "Unallocated Purchase Price" pending the completion of the purchase accounting. LIGHTBRIDGE REPORTS FIRST QUARTER 2004 FINANCIAL RESULTS - PAGE 2 Ms. Reeve concluded, "We utilized our assets to purchase an established and profitable leader in the transactions payment business. We are pleased this new business will afford us generous opportunities to further leverage our expertise in transaction processing and diversify the Company's revenue and grow its profitability. We believe this acquisition provides immediate benefits to our shareholders, clients and partners who are all committed to Lightbridge's success over the long-term." AUTHORIZE.NET - FIRST QUARTER 2004 RESULTS Since the acquisition by Lightbridge occurred on March 31, 2004, Authorize.Net operating results for the first quarter 2004 were reported as a segment in the financial statements of its former parent company, InfoSpace, Inc. (Nasdaq: INSP) and are not included in Lightbridge's financial statements for the same period. As reported by Infospace earlier today, Authorize.Net's financial results were as follows: - - Revenue for the first quarter 2004 was $8.4 million, a 32% increase from the year-ago period and a sequential increase of 7% from the fourth quarter 2003. Authorize.Net's revenue stems from resellers and over 95,000 merchants using its payment platform to run their eCommerce business operations, including 4,000 new merchant accounts added during the first quarter 2004. In the first quarter 2004, no reseller produced more than 9% of revenue and the top 100 merchants contributed approximately 13% of revenue. - - Authorize.Net's segment income as defined by InfoSpace was $2.8 million for the first quarter 2004, compared to $2.8 million in the fourth quarter 2003 and $1.3 million in the first quarter 2003. Historically, InfoSpace has excluded certain expenses in the calculation of Authorize.Net's segment income. These expenses include depreciation, amortization and other corporate charges. Lightbridge plans to separately identify Authorize.Net's revenue, cost of revenues, gross margin and operating margin in subsequent financial statements. In cooperation with InfoSpace, the Company is preparing audited financial statements for the three years ended December 31, 2003 for the Authorize.Net business and expects to file those statements with the Securities and Exchange Commission prior to the end of the second quarter 2004. - more - LIGHTBRIDGE REPORTS FIRST QUARTER 2004 FINANCIAL RESULTS - PAGE 3 COMPANY GUIDANCE - SECOND QUARTER 2004 Lightbridge estimates revenue for the second quarter 2004 to range between $36.5 million and $38.0 million, with Authorize.Net expected to contribute between $8.5 million and $8.7 million. Earnings per share for the second quarter 2004 are anticipated to range between ($0.02) and $0.02. AUTHORIZE.NET - ADDITIONAL GUIDANCE Gross margin for the second quarter 2004 is expected to range between 78% and 85%, with cost of revenues consisting primarily of salaries and IT expenses. Authorize.Net's second quarter 2004 operating margin, including depreciation, amortization, in-process R&D charges and integration expenses, is expected to range between 14% and 16%. Authorize.Net's 2004 operating expenses are expected to include one-time charges of approximately $661,000 for in-process R&D and approximately $1.0 million for integration and infrastructure upgrade expenses. Operating expenses consist of research and development, sales and marketing and general and administrative expenses. For the balance of 2004, Authorize.Net expects to incur a depreciation expense of between $1.0 million to $1.1 million and an amortization expense of between $1.9 million and $2.2 million. For full year 2005, depreciation expense for Authorize.Net is expected to be approximately $1.3 million (excluding any additions of new capital), and amortization expense is expected to range between $2.5 million and $2.9 million. SELECT HIGHLIGHTS FROM THE FIRST QUARTER 2004 Cash and Short-term Investments -- On March 31, 2004, the Company had $49.4 million in cash and short-term investments, equating to $1.83 per basic share of outstanding common stock. New Call Center Opened -- On April 15, 2004, Lightbridge opened a new call center in Liverpool, Nova Scotia, Canada. This state-of-the-art facility, which complements its current U.S.-based call centers, will enable the Company to more cost-effectively balance transaction volumes, hours of operation and service operations for its global client base. Stock Repurchase Program -- During the quarter ended March 31, 2004, Lightbridge repurchased approximately 115,000 shares of its common stock under the terms of its Stock Repurchase Program. - more - LIGHTBRIDGE REPORTS FIRST QUARTER 2004 FINANCIAL RESULTS - PAGE 4 Since the program's inception in September 2001, the Company has repurchased more than 2 million shares of its common stock and retains authorization to purchase up to an additional 2 million shares through September 2005. From time to time, the Company intends to make purchases of additional shares of its common stock under its Stock Repurchase Program depending on market conditions. CONFERENCE CALL INFORMATION Lightbridge will conduct a conference call today, Wednesday, April 28, 2004 at 5:30 pm (Eastern) to discuss the information contained in this news release. Investors wishing to listen to a webcast of the conference call should link to the "Investor Relations" section 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 can also be accessed live over the phone by dialing 1-888-802-8576 or for international callers by dialing 1-973-935-8515. A replay of the call will be available one hour after the call and can be accessed by dialing 1-877-519-4471 and entering pass code number: 4610360. The replay will be available until May 5, 2004. ABOUT LIGHTBRIDGE Lightbridge is a leading provider of technology services and software that manage customer transactions. The Lightbridge suite of solutions leverages both intelligent automated systems and human expertise, delivered primarily through the efficiencies and cost savings of an outsourced business model. Businesses around the world use Lightbridge to manage their customer transactions so they can make smarter decisions, deliver better services, provide secure payments and optimize the Lifetime Value of their customers. For more information, visit www.lightbridge.com or call 1-800-LIGHTBR. ABOUT INFOSPACE InfoSpace, Inc. (Nasdaq: INSP) is a diversified technology and services company that develops Internet and wireless solutions for a wide range of customers. InfoSpace Search & Directory provides Web search and online directory products that help users find the information they need while creating opportunities for merchants. InfoSpace Mobile develops infrastructure, tools and applications that enable carriers and content providers to efficiently develop and deliver mobile data services across multiple devices. More information can be found at http://www.infospaceinc.com. - more - LIGHTBRIDGE REPORTS FIRST QUARTER 2004 FINANCIAL RESULTS - PAGE 5 CONTACTS: SUSAN GRIFFIN GLEN ZIMMERMAN BRAD COHEN/RAPHAEL GROSS Investor Relations Media Relations IR Counsel to Lightbridge Lightbridge, Inc. Lightbridge, Inc. ICR, Inc. 781/359-4854 781/359-4705 203/222-9013 sgriffin@lightbridge.com gzimmerman@lightbridge.com BCOHEN@ICR-ONLINE.COM
AUTHORIZE.NET, LIGHTBRIDGE and the Lightbridge logo are registered trademarks of Lightbridge, Inc. or its subsidiaries. All other trademarks or registered trademarks are the properties of their respective owners. FORWARD-LOOKING STATEMENTS Certain statements in this news release that are not historical facts, including, without limitation, those relating to the business outlook and trends in the future, the Company's plans and strategies for the future including, without limitation, plans to expand into new and existing markets, increase profitability and grow its business, and the financial guidance for the second quarter of 2004 and for the Authorize.Net business 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. 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) continuing rapid change in the telecommunications industry, payment processing industry, and other markets in which the Company does business that may affect both the Company and its clients, (iv) current and future economic conditions generally and particularly in the telecommunications industry, (v) uncertainties about the Company's ability to execute on, and about the impact on the Company's business and operations of, its objectives, plans or strategies as a result of potential technological, market or competitive factors, or the acquisition of Authorize.Net, (vi) the impact of restructuring and other charges on the Company's business and operations, (vii) integration, employee retention, recognition of cost and other benefits and revenue synergies, and other risks associated with acquisitions including the acquisition of Authorize.Net, (viii) the industry risks associated with Authorize.Net's business and operations including, without limitation, illegal or improper uses of Authorize.Net's payment system, changes or failures to comply with credit card association rules, governmental regulation and the application of existing laws to Authorize.Net's business and dependence on relationships with third party payment processors, and (ix) the factors disclosed in the Company's filings with the U.S. Securities and Exchange Commission including, without limitation, its 2003 Annual Report on Form 10-K. The Company undertakes no obligation to update any forward-looking statements. - more - LIGHTBRIDGE REPORTS FIRST QUARTER 2004 FINANCIAL RESULTS - PAGE 6 LIGHTBRIDGE, INC. AND SUBSIDIARIES UNAUDITED, CONDENSED, CONSOLIDATED TABLE 1: FINANCIAL HIGHLIGHTS (QUARTERLY COMPARISON) (In millions, except %)
Quarter Ended Quarter Ended % Quarter Ended % Mar. 31, 2004 Dec. 31, 2003 Change Mar. 31, 2003 Change ------------- ------------- ------ ------------- ------ Revenues: Transaction $ 20.6 $ 21.7 (5.1%) $ 19.8 4.0% Software licensing 2.5 0.5 364.9% 1.6 56.3% Consulting and services 5.6 7.8 (27.9%) 6.3 (11.1%) Hardware 1.0 0.7 35.0% 0.7 37.7% ------- ------- ------- ------- ------- Total revenues $ 29.7 $ 30.7 (3.4%) $ 28.4 4.5% ------- ------- ------- ------- ------- Net income (loss) $ (0.7) $ 0.9 (181.8%) $ (0.4) 102.5% ======= ======= ======= ======= ======= Weighted average shares 27.0 27.4 (1.7%) 27.3 (1.3%) ======= ======= ======= ======= ======= EPS (loss) $(0.027) $ 0.03 (183.2%) $ (0.01) 105.2% ======= ======= ======= ======= ======= Total Cash and Short-Term Investments $ 49.4 $ 133.5 (63.0%) $ 135.6 (63.6%) ======= ======= ======= ======= =======
- more - LIGHTBRIDGE REPORTS FIRST QUARTER 2004 FINANCIAL RESULTS - PAGE 7 LIGHTBRIDGE, INC. AND SUBSIDIARIES UNAUDITED, CONDENSED, CONSOLIDATED TABLE 2: STATEMENT OF OPERATIONS (QUARTER ENDED) (In thousands, except per share data)
Quarter Ended % Total Quarter Ended % Total $ % Mar. 31, 2004 Revenue Mar. 31, 2003 Revenue Difference Difference ------------- ------- ------------- ------- ---------- ---------- Revenues: Transaction $ 20,566 69.4% $ 19,783 69.6% $ 783 4.0% Software licensing 2,521 8.5% 1,606 5.7% 915 57.0% Consulting and services 5,574 18.8% 6,291 22.1% (717) (11.4%) Hardware 965 3.3% 743 2.6% 222 29.9% -------- ---------- -------- ---------- -------- ---------- Total revenues 29,626 100.0% 28,423 100.0% 1,203 4.2% -------- ---------- -------- ---------- -------- ---------- Cost of revenues: Transaction 12,302 41.5% 11,219 39.5% 1,083 9.7% Software licensing 621 2.1% 144 0.5% 477 331.1% Consulting and services 2,245 7.6% 2,901 10.2% (656) (22.6%) Hardware 898 3.0% 568 2.0% 330 58.2% -------- ---------- -------- ---------- -------- ---------- Total cost of revenues 16,066 54.2% 14,832 52.2% 1,234 8.3% -------- ---------- -------- ---------- -------- ---------- Gross margin: Transaction 8,264 27.9% 8,564 30.0% (300) (3.5%) Software licensing 1,900 6.4% 1,462 5.1% 438 30.0% Consulting and services 3,329 11.2% 3,390 11.9% (61) (1.8%) Hardware 66 0.3% 175 0.7% (109) (62.0%) -------- ---------- -------- ---------- -------- ---------- Total gross margin 13,559 45.8% 13,591 47.7% (32) (0.2%) -------- ---------- -------- ---------- -------- ---------- Operating expenses: Development costs 6,973 23.5% 7,077 24.9% (104) (1.5%) Sales and marketing 3,752 12.7% 3,987 14.0% (235) (5.9%) General and administrative 3,519 11.9% 3,366 11.8% 153 4.6% Purchased in-process R&D 661 2.2% -- 0.0% 661 -- Restructuring costs 499 1.7% 77 0.3% 422 547.9% -------- ---------- -------- ---------- -------- ---------- Total operating expenses 15,404 52.0% 14,507 51.0% 897 6.2% -------- ---------- -------- ---------- -------- ---------- Income (loss) from operations (1,845) (6.2%) (916) (3.2%) (929) 101.4% Other income, net 352 1.2% 470 1.7% (118) (25.0%) -------- ---------- -------- ---------- -------- ---------- Income (loss) before taxes (1,492) (5.0%) (446) (1.6%) (1,046) 234.6% Provision (benefit) for income taxes (770) (2.6%) (89) (0.3%) (681) 765.1% -------- ---------- -------- ---------- -------- ---------- Net income (loss) $ (723) (2.4%) $ (357) (1.3%) $ (366) 102.4% ======== ========== ======== ========== ======== ========== Weighted average shares 26,950 27,328 ======== ======= Diluted loss per share $ (0.027) $ (0.01) ======== ========
- more - LIGHTBRIDGE REPORTS FIRST QUARTER 2004 FINANCIAL RESULTS - PAGE 8 LIGHTBRIDGE, INC. AND SUBSIDIARIES UNAUDITED, CONDENSED, CONSOLIDATED TABLE 3: BALANCE SHEETS (In thousands)
Assets March 31, 2004 December 31, 2003 -------------- ----------------- Current assets: Cash and cash equivalents $ 42,839 $ 69,685 Short-term investments 6,530 63,803 -------- -------- Total cash and short term investments 49,369 133,488 Accounts receivable, net 21,115 20,071 Deferred tax assets 3,267 3,267 Other current assets 3,075 4,158 -------- -------- Total current assets 76,826 160,984 Property and equipment, net 8,726 9,408 Deferred tax assets 4,553 4,553 Other assets, net 442 362 Goodwill 1,664 1,664 Intangible assets, net 798 865 Unallocated purchase price 83,000 -- -------- -------- Total assets $176,009 $177,836 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 13,635 $ 15,205 Deferred revenues 6,540 5,461 Reserve for restructuring 2,495 2,634 -------- -------- Total current liabilities 22,670 23,300 Long-term liabilities 25 33 -------- -------- Total liabilities 22,695 23,333 -------- -------- Stockholders' equity: Total stockholders' equity 153,314 154,503 -------- -------- Total liabilities and stockholders' equity $176,009 $177,836 ======== ========
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