Form 8-K LIONBRIDGE TECHNOLOGIES For: Feb 05
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E-mailUNITED 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): | � | February�5, 2015 |
Lionbridge Technologies, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 000-26933 | 04-3398462 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
�� | � | � |
1050 Winter Street, Suite 2300, Waltham, Massachusetts | � | 02451 |
_________________________________ (Address of principal executive offices) | � | ___________ (Zip Code) |
� | � | � |
Registrants telephone number, including area code: | � | 781-434-6000 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
�
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[��]��Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[��]��Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[��]��Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[��]��Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for the registrant for the fourth quarter of fiscal year 2014, and forward-looking statements relating to 2015, as presented in a press release of February�5, 2015. The information in this Current Report on Form 8-K is furnished under Item 2.02 - "Results of Operations and Financial Condition." Such information, including the exhibits attached hereto, shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
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.
� | � | Lionbridge Technologies, Inc. | ||
�� | � | � | � | � |
February�5, 2015 | � | By: | � | /s/����DONALD M. MUIR�������� |
� | � | � | � | Name: Donald M. Muir |
� | � | � | � | Title: Chief Financial Officer |
Exhibit�Index
Exhibit No. | � | Description |
99.1 | � | Press release dated February 5, 2015 |
LIONBRIDGE ANNOUNCES FY 2014 RESULTS WITH REVENUE OF $490.6 MILLION, GAAP EPS OF $0.13 AND NON-GAAP EPS OF $0.41
Provides Outlook for Approximately 18-20% Revenue Growth and 50-60% non-GAAP Earnings Expansion in 2015, Reflecting Organic Growth and Benefits of the
Company's Acquisition of CLS Communication
WALTHAM, Mass. February�5, 2015 - Lionbridge Technologies, Inc. (Nasdaq: LIOX), today announced financial results for the fourth quarter and year ended December�31, 2014.
Financial highlights for FY 2014 include:
" | Revenue of $490.6 million, an increase of $1.4 million or 0.3% from the year ended December�31, 2013. Excluding revenue from the Company's largest client, FY 2014 revenue grew $18.0 million or 5% year-on-year. |
" | GAAP net income of $8.1 million or $0.13 per share based on 63.0 million fully diluted shares outstanding. This compares to GAAP net income of $11.6 million or $0.19 per diluted share in the fourth quarter of 2013. |
" | Non-GAAP adjusted earnings of $25.5 million or $0.41 per share. The Company defines non-GAAP adjusted earnings as net income excluding merger, restructuring and acquisition-related charges, asset impairment costs, stock-based compensation and amortization of acquisition-related intangible assets. Please see the section of this release entitled Non-GAAP Financial Measures and the attached table for details and reconciliations of this measure to the comparable GAAP measure. |
" | Cash flow from operations of $20.5 million. |
" | Ending cash balance of $36.9 million. � |
" | During the year, the Company acquired 1.1 million shares of its common stock�under its share repurchase program for an aggregate purchase price of $5.9 million.� |
Business highlights for FY 2014 include:
" | Secured more than 20 new engagements with world-leading brands across industry sectors including eCommerce, consumer, consulting, aerospace, automotive, gaming, technology and entertainment, telecommunications and pharmaceutical industries. |
" | Secured a four-year agreement with a large pharmaceutical company estimated to generate more than $80 million over the term of the four-year agreement. |
" | Announced the acquisition of CLS Communication, a market-leader in translation solutions to clients in the financial services, industrial and public sector end markets. Lionbridge completed the purchase CLS Communication on January 7, 2015 for 71.8 million Swiss Francs, or 71.4 million US Dollars. Lionbridge reiterated its expectation that CLS will contribute approximately $80 million in revenue and approximately $0.10 in non-GAAP earnings in FY 2015, depending on the timing of synergies and tax matters. |
" | Continued to successfully scale its global marketing offering aimed at helping global marketing executives manage and optimize digital marketing campaigns in international markets. |
" | Scaled Lionbridge onDemand, a new, online revenue and delivery channel. Within its first year of operation, OnDemand exited 2014 at an annualized run rate of over $4 million with further acceleration expected in FY 2015. |
Despite a $17 million spend reduction from our largest client, we continued to deliver solid growth among most of our top clients, expand our new business momentum, accelerate our vertical market expansion strategy, expand gross margins and generate strong cash flows, said Rory Cowan, CEO of Lionbridge. As we enter 2015 it appears the pace of organic growth is accelerating. Our largest account seems to have stabilized at current revenue levels. Unlike most US companies, our earnings model has a favorable strong US dollar bias. We are well on path to recognize the planned synergies of the CLS acquisition. As a result, we continue to expect organic revenue, earnings and cash flow growth in 2015, as well as strong revenue and earnings contribution from CLS.
Highlights for the fourth quarter ended December�31, 2014 include:
" | Revenue of $119.7 million, a decrease of $7.8 million, from the fourth quarter of 2013, reflecting an $11.1 million decline from the Company's largest client year-on-year. |
" | GAAP net loss of $1.2 million, or $(0.02) per share, based on 59.8 million weighted average basic shares outstanding. This compares to GAAP net income of $6.1 million or $0.10 per diluted share in the fourth quarter of 2013. |
" | Non-GAAP adjusted earnings of $6.1 million or $0.10 per share. The Company provided an outlook for the first quarter of 2015 with revenue of $132-140 million, reflecting the current currency environment. |
The Company also provided expectations for FY 2015 revenue growth of approximately 18-20% and non-GAAP earnings growth of approximately 50-60% year on year, depending on currency as well as the timing of synergies and tax matters.
Lionbridge management will conduct a conference call at 9:00 a.m. ET this morning to discuss financial performance for the quarter and other matters, including matters related to its future performance. To participate, callers within the United States can dial 888-790-1711 and international callers can dial 517-308-9317. The pass code for the call is Lionbridge. The conference call will also be available on the financial events page of the investor relations section of the Lionbridge website at www.lionbridge.com.
Non-GAAP Financial Measures
In this release, the Companys adjusted earnings and adjusted earnings per share are not presented in accordance with generally accepted accounting principles (GAAP)�and are not intended to be used in lieu of GAAP presentations of results of operations. These measures are presented because management believes they provide additional information to investors with respect to the performance of our fundamental business activities. Adjusted earnings and Adjusted Earnings per Share (EPS) are Non-GAAP financial measures and should not be viewed as alternatives to GAAP measures of performance. Management believes the most directly comparable GAAP financial measure for these measures are net income and diluted net income per share and has provided a reconciliation of GAAP net income to adjusted earnings and adjusted earnings per share at the end of this release.
About Lionbridge
Lionbridge enables more than 800 world-leading brands to increase international market share, speed adoption of products and effectively engage their customers in local markets worldwide. Using our innovative cloud technology platforms and our global crowd of more than 100,000 professional cloud workers, we provide translation, online marketing, global content management and application testing solutions that ensure global brand consistency, local relevancy and technical usability across all touch points of the customer lifecycle. Based in Waltham, Mass., Lionbridge maintains solution centers in 28 countries. To learn more, visit http://www.lionbridge.com.
Forward Looking Statements.
This press release contains forward-looking statements that involve risks and uncertainties, including anticipated customer demand for the Companys services, expected financial performance, expected revenue and profit growth, and the momentum, pace and strengthening of such growth in FY 2015, the future revenue opportunities associated with our recent four year agreement with a large pharmaceutical company, the expected stabilization of revenue from our largest client as well as the anticipated benefits of the CLS acquisition. These forward-looking statements reflect managements current views and Lionbridge does not undertake to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date hereof except as required by law. Lionbridges actual experiences, actions, financial and operating results may differ materially from those discussed in the forward-looking statements. Factors that might cause such a difference include Lionbridges ability to provide and maintain high quality services at a competitive price and related customer satisfaction with such service delivery; the loss of or reduction in demand from one or more major client or customer, which would materially affect Lionbridges business; reorganization or restructuring initiatives of one or more major clients or customers, which may impact such customers demand or requirements for Lionbridges services; Lionbridges ability to expand its relationships with existing clients, including by offering its expanded range of services to existing customers; Lionbridges ability to broaden its client base; the Companys dependence on clients product releases, production schedules and procurement strategies to generate revenues; the anticipated benefits of expansion of global language workflow technologies; the anticipated growth of its OnDemand, and digital marketing service offerings; the impact of competing technologies and platforms on the Companys existing customer relationships and ability to secure new customers; the ability of Lionbridge to realize the expected benefits of its technology initiatives and acquisitions, and the timing of the realization of such benefits; errors, interruptions or delays in cloud-based technology; breaches of security measures; the termination of customer contracts or engagements prior to the end of their term; the size, timing and recognition of revenue from clients; the ability of Lionbridge to integrate acquisitions, including CLS, and expand its customer relationships and the timing and success of such activities; the impact of foreign currency fluctuations on revenue, margins, costs, operating results and profitability and the Companys ability to successfully manage this exposure through hedge instruments and other strategies; the portion of the Companys service engagements that are subject to the impact of foreign currency fluctuations; continued uncertainty and volatility in global economic conditions that could negatively affect demand for the Companys services and technologies; reduced demand for the Companys services that adversely impacts Lionbridges future revenues, cash flows, results of operations and financial condition; Lionbridges ability to perform services in lower cost operational locations and the timing of its transfer of service execution to such locations, and customer acceptance of service execution in such locations; risks associated with conducting business outside of the United States, including compliance with changing and potentially conflicting laws and regulations and expenses and delays associated with any such activities; longer collection cycles in particular jurisdictions; risks associated with competition; Lionbridges ability to forecast revenue, profitability, technology adoption, customer demand and operating results; changes in tax rates applicable to the Company and changes to the interpretations of applicable tax rates; changes in interpretation of statutory and regulatory positions by international tax authorities in countries in which Lionbridge conducts business; changes in interpretation of employment and tax positions by U.S. state and federal authorities; the failure of Lionbridge to keep pace with technological changes or changing customer needs; the risk of claims by third parties of intellectual property claims; the ability of Lionbridge to respond to fluctuations in the complexity, timing and mix of services required by customers; and Lionbridge being held liable for defects or errors resulting from its services or technologies; For a more detailed description of the risk factors associated with Lionbridge, please refer to the Companys Annual Report on Form 10-K for the year ended December�31, 2013 and subsequent filings with the SEC (copies of which may be accessed through the SECs website at http://www.sec.gov.
LIONBRIDGE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended� �December 31, | Twelve Months Ended� �December 31, | ||||||||||||||
(In thousands, except per share amounts) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Revenue | $ | 119,678 | $ | 127,472 | $ | 490,612 | $ | 489,196 | |||||||
Operating expenses: | |||||||||||||||
Cost of revenue (exclusive of depreciation and amortization included below) | 80,978 | 85,290 | 334,537 | 334,513 | |||||||||||
Sales and marketing | 10,861 | 9,219 | 40,230 | 36,216 | |||||||||||
General and administrative | 19,563 | 21,219 | 80,150 | 80,462 | |||||||||||
Research and development | 1,751 | 1,622 | 6,945 | 6,750 | |||||||||||
Depreciation and amortization | 2,080 | 1,861 | 7,851 | 7,374 | |||||||||||
Amortization of acquisition-related intangible assets | 864 | 867 | 3,317 | 3,351 | |||||||||||
Restructuring, impairment and other charges | 4,797 | 1,730 | 6,624 | 5,114 | |||||||||||
Total operating expenses | 120,894 | 121,808 | 479,654 | 473,780 | |||||||||||
(Loss) income from operations | (1,216 | ) | 5,664 | 10,958 | 15,416 | ||||||||||
Interest expense: | |||||||||||||||
Interest on outstanding debt | 134 | 115 | 547 | 775 | |||||||||||
Amortization of deferred financing charges | 21 | 116 | 100 | 191 | |||||||||||
Interest income | 16 | 12 | 75 | 92 | |||||||||||
Other (income) expense, net | (944 | ) | (72 | ) | (1,097 | ) | 878 | ||||||||
(Loss) income before income taxes | (411 | ) | 5,517 | 11,483 | 13,664 | ||||||||||
Provision for (benefit from) income taxes | 796 | (612 | ) | 3,376 | 2,024 | ||||||||||
Net (loss) income | $ | (1,207 | ) | $ | 6,129 | $ | 8,107 | $ | 11,640 | ||||||
Net (loss) income per share of common stock: | |||||||||||||||
Basic | $ | (0.02 | ) | $ | 0.10 | $ | 0.13 | $ | 0.19 | ||||||
Diluted | $ | (0.02 | ) | $ | 0.10 | $ | 0.13 | $ | 0.19 | ||||||
Weighted average number of common shares outstanding: | |||||||||||||||
Basic | 59,798 | 59,360 | 60,149 | 59,989 | |||||||||||
Diluted | 59,798 | 62,443 | 63,040 | 62,003 | |||||||||||
LIONBRIDGE TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands) | December 31,� �2014 | December 31,� �2013 | |||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 36,893 | $ | 38,867 | |||
Accounts receivable, net of allowance of $250 at December 31, 2014 and December�31, 2013 | 66,479 | 70,431 | |||||
Unbilled receivables | 25,843 | 19,498 | |||||
Other current assets | 12,090 | 12,938 | |||||
Total current assets | 141,305 | 141,734 | |||||
Property and equipment, net | 23,622 | 20,968 | |||||
Goodwill | 21,937 | 19,595 | |||||
Acquisition-related intangible assets, net | 12,232 | 13,226 | |||||
Other assets | 5,677 | 5,487 | |||||
Total assets | $ | 204,773 | $ | 201,010 | |||
LIABILITIES AND STOCKHOLDERS EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 21,885 | $ | 21,784 | |||
Accrued compensation and benefits | 17,249 | 18,183 | |||||
Accrued outsourcing | 10,429 | 12,579 | |||||
Accrued restructuring | 3,492 | 1,201 | |||||
Income taxes payable | 2,123 | 2,047 | |||||
Accrued expenses and other current liabilities | 10,485 | 11,155 | |||||
Deferred revenue | 11,866 | 10,583 | |||||
Total current liabilities | 77,529 | 77,532 | |||||
Long-term debt | 27,000 | 27,000 | |||||
Deferred income taxes, long-term | 477 | 913 | |||||
Other long-term liabilities | 13,786 | 13,172 | |||||
Total liabilities | 118,792 | 118,617 | |||||
Commitments and contingencies | |||||||
Stockholders equity: | |||||||
Preferred stock | |||||||
Common stock | 634 | 637 | |||||
Additional paid-in capital | 272,252 | 273,411 | |||||
Accumulated deficit | (203,897 | ) | (212,004 | ) | |||
Accumulated other comprehensive income | 16,992 | 20,349 | |||||
Total stockholders equity | 85,981 | 82,393 | |||||
Total liabilities and stockholders equity | $ | 204,773 | $ | 201,010 | |||
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Earnings (Unaudited)
Comparison to Three and Twelve Months Ended December�31, 2014 and 2013
� | Three Months Ended� �December 31, | Twelve Months Ended� �December 31, | |||||||||||||
(In thousands, except per share amounts) | 2014 | 2013 | 2014 | 2013 | |||||||||||
Net (loss) income | $ | (1,207 | ) | $ | 6,129 | $ | 8,107 | $ | 11,640 | ||||||
Amortization of acquisition-related intangible assets | 864 | 867 | 3,317 | 3,351 | |||||||||||
Stock-based compensation | 1,670 | 1,816 | 7,484 | 6,777 | |||||||||||
Restructuring, impairment and other charges | 4,797 | 1,730 | 6,624 | 5,114 | |||||||||||
Adjusted earnings | $ | 6,124 | $ | 10,542 | $ | 25,532 | $ | 26,882 | |||||||
Fully diluted weighted-average number of common shares outstanding | 62,485 | 62,443 | 63,040 | 62,003 | |||||||||||
Adjusted diluted earnings per share | $ | 0.10 | $ | 0.17 | $ | 0.41 | $ | 0.43 | |||||||
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