-----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, FYryeaZOEVo+OApLTVt8uZiEFuazCxqmMxDC6wmp57RNsM3uO715muGFSyX8fqxy Q3CynGLeWKN7mj7XZ0OOWg== 0001157523-04-002490.txt : 20040318 0001157523-04-002490.hdr.sgml : 20040318 20040318160559 ACCESSION NUMBER: 0001157523-04-002490 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040318 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAWSON SOFTWARE INC CENTRAL INDEX KEY: 0001141517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 411251159 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-74842 FILM NUMBER: 04677933 BUSINESS ADDRESS: STREET 1: 380 ST. PETER STREET CITY: MINNESOTA STATE: MN ZIP: 55102 BUSINESS PHONE: 6517674827 8-K 1 a4597531.txt LAWSON SOFTWARE 8-K - -------------------------------------------------------------------------------- UNITED STATES 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): March 18, 2004 LAWSON SOFTWARE, INC. (Exact name of registrant as specified in its charter) Commission File Number: 000-33335 Delaware 41-1251159 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 380 St. Peter Street, St. Paul, Minnesota 55102-1302 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (651) 767-7000 Former name or former address, if changed since last report: Not applicable - -------------------------------------------------------------------------------- Item 7. Financial Statements and Exhibits (c) Exhibit Exhibit 99.1 Press release dated March 18, 2004 relating to fiscal 2004 third quarter results. Item 12. Results of Operations and Financial Condition On March 18, 2004, Lawson Software, Inc. issued a press release relating to fiscal 2004 third quarter results. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Form 8-K, including the exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Lawson Software, Inc. Date: March 18, 2004 By: /s/ Robert G. Barbieri ------------------------------ Robert G. Barbieri Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release issued by Lawson Software, Inc. dated March 18, 2004 relating to fiscal 2004 third quarter results. EX-99.1 3 a4597531ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Lawson Software Reports Q3 FY04 Results; Revenues Increase 17% over Prior Year, Driven by Strong Software Licensing ST. PAUL, Minn.--(BUSINESS WIRE)--March 18, 2004--Lawson Software, Inc. (Nasdaq:LWSN), today reported revenues of $91.6 million for its fiscal 2004 third quarter ended Feb. 29, 2004, compared with revenues of $78.4 million in its fiscal 2003 third quarter, an increase of 17 percent. License fee revenues were $25.2 million in the third quarter, compared with $14.2 million in the fiscal 2003 third quarter, an increase of 77 percent. Services revenues increased 3 percent to $66.4 million in the quarter, compared with $64.2 million in the fiscal 2003 third quarter. On a generally accepted accounting principles (GAAP) basis, the company posted net income of $2.6 million, or $0.02 per diluted share, compared with a net loss of $711,000, or a loss of $0.01 per diluted share, in the fiscal 2003 third quarter. Based on non-GAAP financial measures, the company posted non-GAAP net income of $3.5 million, or $0.03 per diluted share, compared with non-GAAP net income of $574,000 in the fiscal 2003 third quarter, or $0.01 per diluted share. Fiscal 2004 third quarter non-GAAP operating results exclude $1.6 million of items consisting of non-cash stock-based compensation and amortization of acquired software and intangibles. For the nine months ended Feb. 29, 2004, on a GAAP basis, the company posted net income of $4.5 million, or $0.04 per diluted share, on total revenues of $263.9 million, compared with a net loss of $6.1 million, or a loss of $0.06 per diluted share, on total revenues of $253.7 million in the comparable fiscal 2003 period. For the nine months ended Feb. 29, 2004, using non-GAAP financial measures, the company posted non-GAAP net income of $8.2 million, or $0.08 per diluted share, compared with non-GAAP net income of $935,000, or $0.01 per diluted share, in the comparable fiscal 2003 period. Fiscal 2004 nine-month non-GAAP operating results exclude $6.1 million of items consisting of a restructuring charge, non-cash stock-based compensation, and amortization of acquired software and intangibles. For the details on the company's GAAP reported results and the reconciliation of GAAP operating results to non-GAAP financial measures of net income, see the financial table accompanying this news release - "SUPPLEMENTAL INFORMATION - RECONCILIATION OF GAAP OPERATING RESULTS TO NON-GAAP NET INCOME." The company's cash, cash equivalents and marketable securities increased to $232.1 million at Feb. 29, 2004, from $228.9 million at Nov. 30, 2003. During the third quarter, the company repurchased 1.3 million shares of common stock for a total of $11.3 million. Days sales outstanding (DSO) were 64 during the third quarter, compared with 64 in the fiscal 2004 second quarter. Third Quarter Performance "Our third quarter results were very good, reflecting successful operational execution within the company as well as growing traction in the markets we serve. The 27 percent growth in software license fees on a year-to-date basis is proof of the value we bring to our clients, and of our ability to effectively differentiate Lawson in today's competitive environment," said Jay Coughlan, Lawson president and chief executive officer. "The strong performance in our healthcare business shows how our brand leadership and customer focus can drive compelling financial results. Looking forward, we see substantial opportunity to further differentiate ourselves from competitors, and we intend to aggressively pursue the advantages our competitive differentiation and momentum provide. Overall, we remain cautiously optimistic for continued growth in Q4." The company signed 136 deals in the quarter. Of total licensing activity in the fiscal 2004 third quarter, 60 percent came from new customers and 40 percent from existing customers. License fees were 27 percent of total revenue in the fiscal 2004 third quarter, up from 18 percent in the fiscal 2003 third quarter. At nine months, license fees were 25 percent of total revenue, compared with 20 percent in the prior year period. During the quarter, the company signed 27 new customers at an average selling price of $580,000, compared with 18 new customers at an average selling price of $442,000 in the third quarter of fiscal 2003. The company signed six software licensing agreements valued at more than $1 million. Significant or strategic wins included: Healthcare - Sisters of Mercy Health System, Baptist Health Care, BryanLGH Medical Center; Public Sector - Knox County (Tenn.); Emerging Markets - PlatformOne. Conference Call and Webcast The company will conduct a conference call and webcast for investors beginning at 3:30 p.m. Central Time on March 18. Interested parties may listen to the call by dialing 888-592-9602 (passcode Lawson 318) and international callers 1-773-756-4621. A live webcast will also be available on www.lawson.com. Interested parties should dial into the conference call or access the webcast approximately 10-15 minutes before the scheduled start time. A replay will be available approximately one hour after the conference call concludes and will remain available through Friday, March 26. The replay number is 800-767-6745 and international 1-402-220-0375. The webcast will remain on www.lawson.com for approximately two weeks. About Lawson Software Lawson Software provides business process software solutions that help services organizations in the healthcare, retail, professional services, public sector, financial services, and other strategic markets achieve competitive advantage. Lawson's solutions include enterprise performance management, distribution, financials, human resources, procurement, retail operations and service process optimization. Headquartered in St. Paul, Minn., Lawson has offices and affiliates serving North and South America, Europe, Asia, Africa and Australia. Additional information about Lawson is available at www.lawson.com. Forward-Looking Statements This press release contains forward-looking statements. These forward-looking statements contain statements of intent, belief or current expectations of Lawson Software, Inc., and its management. Such forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. The company is not obligated to update forward-looking statements based on circumstances or events which occur in the future. In addition to factors discussed above, risks and uncertainties that may cause such differences include but are not limited to: uncertainties in the software industry; global military conflicts; terrorist attacks in the United States, and any future events in response to these developments; changes in conditions in the company's targeted service industries; increased competition and other risk factors listed in the company's most recent Annual Report on Form 10-K and 10-Q filed with the Securities and Exchange Commission and as included in other documents the company files from time to time with the Commission. LAWSON SOFTWARE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED (in thousands) February 29, May 31, 2004 2003 ------------ --------- ASSETS Current assets: Cash and cash equivalents $145,903 $153,071 Marketable securities 80,564 102,266 Trade accounts receivable, net 64,894 62,433 Other current assets 42,096 34,122 ------------ --------- Total current assets 333,457 351,892 Long-term marketable securities 5,665 5,175 Property and equipment, net 18,211 21,364 Goodwill and other intangible assets, net 61,735 43,943 Other assets 8,644 9,835 ------------ --------- Total assets $427,712 $432,209 ============ ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $739 $896 Accounts payable and other accrued liabilities 50,883 51,096 Deferred revenue and customer deposits 83,168 86,642 ------------ --------- Total current liabilities 134,790 138,634 Long-term debt, less current portion 966 255 Other long-term liabilities 4,146 3,921 ------------ --------- Total liabilities 139,902 142,810 ------------ --------- Stockholders' equity: Preferred stock - - Common stock 1,095 1,058 Additional paid-in capital 326,272 309,637 Treasury stock, at cost (55,719) (28,824) Deferred stock-based compensation (1,147) (3,117) Retained earnings 14,013 9,480 Accumulated other comprehensive gain 3,296 1,165 ------------ --------- Total stockholders' equity 287,810 289,399 ------------ --------- Total liabilities and stockholders' equity $427,712 $432,209 ============ ========= LAWSON SOFTWARE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED (in thousands, except per share data) Three Months Ended Nine Months Ended ------------------ ----------------- Feb 29, Feb 28, Feb 29, Feb 28, 2004 2003 2004 2003 --------- -------- -------- -------- Revenues: License fees $25,195 $14,219 $65,169 $51,343 Services 66,411 64,187 198,704 202,316 --------- -------- -------- -------- Total revenues 91,606 78,406 263,873 253,659 Cost of revenues: Cost of license fees 3,911 3,110 11,990 9,888 Cost of services 34,258 33,956 100,090 107,696 --------- -------- -------- -------- Total cost of revenues 38,169 37,066 112,080 117,584 Gross profit 53,437 41,340 151,793 136,075 Operating expenses: Research and development 16,940 14,298 47,132 43,888 Sales and marketing 23,615 23,950 68,111 77,266 General and administrative 9,090 4,691 28,400 21,194 Restructuring charges - 470 2,210 6,293 Amortization of acquired intangibles 346 225 912 654 --------- -------- -------- -------- Total operating expenses 49,991 43,634 146,765 149,295 --------- -------- -------- -------- Operating income (loss) 3,446 (2,294) 5,028 (13,220) Other income (expense): Interest income 797 1,163 2,459 3,397 Interest expense (18) (34) (56) (111) --------- -------- -------- -------- Total other income (expense) 779 1,129 2,403 3,286 Income (loss) before income taxes 4,225 (1,165) 7,431 (9,934) Provision (benefit) for income taxes 1,648 (454) 2,898 (3,874) --------- -------- -------- -------- Net income (loss) $2,577 $(711) $4,533 $(6,060) ========= ======== ======== ======== Net income (loss) per share: Basic $0.03 $(0.01) $0.05 $(0.06) ========= ======== ======== ======== Diluted $0.02 $(0.01) $0.04 $(0.06) ========= ======== ======== ======== Shares used in computing net income (loss) per share: Basic 98,650 99,239 98,472 98,179 ========= ======== ======== ======== Diluted 107,510 99,239 107,339 98,179 ========= ======== ======== ======== SUPPLEMENTAL INFORMATION - RECONCILIATION OF GAAP OPERATING INCOME (LOSS) TO NON-GAAP NET INCOME (UNAUDITED) Lawson provides non-GAAP results as supplemental information to its GAAP operating results. These non-GAAP results exclude certain expenses and non-cash charges such as stock-based compensation, restructuring and lease abandonment expenses, and amortization of acquired intangibles. Lawson believes that this presentation helps investors, analysts and others compare the company's operating results with other companies in Lawson's peer group and with Lawson's historical operating results. Management uses non-GAAP operating results to evaluate short-term and long-term operating trends in Lawson's core software operations. Non-GAAP operating results are not prepared in accordance with GAAP and should not be considered a substitute for or an alternative to operating results determined in accordance with GAAP. Further, these non-GAAP financial measures may not be comparable to similarly titled measures used by other companies. The following table reconciles the non-GAAP measures used with GAAP. Three Months Ended Nine Months Ended ------------------ ------------------ Feb 29, Feb 28, Feb 29, Feb 28, 2004 2003 2004 2003 --------- -------- -------- --------- GAAP operating income (loss): $3,446 $(2,294) $5,028 $(13,220) Adjustments for non-GAAP measures: Restructuring charges - 470 2,210 6,293 Non-cash stock-based compensation 422 1,029 1,046 2,730 Lease abandonment expense - - - 676 Software and intangible amortization related to acquisitions 1,155 607 2,812 1,768 --------- -------- -------- --------- Non-GAAP operating income (loss) 5,023 (188) 11,096 (1,753) Total other income (expense) 779 1,129 2,403 3,286 --------- -------- -------- --------- Non-GAAP income before income taxes 5,802 941 13,499 1,533 Provision for income taxes 2,263 367 5,264 598 --------- -------- -------- --------- Non-GAAP net income $3,539 $574 $8,235 $935 ========= ======== ======== ========= Non-GAAP net income per share: Basic $0.04 $0.01 $0.08 $0.01 ========= ======== ======== ========= Diluted $0.03 $0.01 $0.08 $0.01 ========= ======== ======== ========= Shares used in computing non-GAAP net income per share: Basic 98,650 99,239 98,472 98,179 ========= ======== ======== ========= Diluted 107,510 105,949 107,339 103,779 ========= ======== ======== ========= CONTACT: Lawson Software, Inc., St. Paul Media contact: Terry Blake, 651-767-4766 terry.blake@lawson.com or Investors and analysts contact: Barbara Doyle, 651-767-4385 barbara.doyle@lawson.com -----END PRIVACY-ENHANCED MESSAGE-----