8-K

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 27, 2005

LIGHTBRIDGE, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

DELAWARE
(State or Other Jurisdiction
of Incorporation) 000-21319
(Commission
File Number) 04-3065140
(IRS Employer
Identification No.)

30 CORPORATE DRIVE, 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)

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:

o  WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT (17 CFR 230.425)

o  SOLICITING MATERIAL PURSUANT TO RULE 14a-12 UNDER THE EXCHANGE ACT (17 CFR 240.14a-12)

o  PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14d-2(b) UNDER THE EXCHANGE ACT (17 CFR 240.14d-2(b))

o  PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13e-4(c) UNDER THE EXCHANGE ACT (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
EX-99.1 Press Release dated April 27, 2005

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 27, 2005, Lightbridge, Inc., a Delaware corporation (“Lightbridge” or the “Company”), announced its results of operations for the quarter ended March 31, 2005.

A copy of the press release issued by Lightbridge on April 27, 2005, entitled “Lightbridge Reports First Quarter 2005 Financial Results” is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) EXHIBITS.

     99.1  Press Release dated April 27, 2005, entitled “Lightbridge Reports First Quarter 2005 Financial Results.”

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/ Timothy C. O’Brien
	Timothy C. O’Brien
	Vice President, Finance and Administration, Chief Financial Officer and Treasurer

April 27, 2005

EX-99.1

Lightbridge Announces First Quarter 2005 Financial Results

Company Exceeds Revenue and EPS Guidance
Intelligent Network Solutions Business Being Sold For Over $17 Million to VeriSign, Inc.
Authorize.Net Adds Over 13,000 New Merchants

Burlington, MA — April 27, 2005 — Lightbridge, Inc. (NASDAQ: LTBG), a leading e-commerce, analytics and decisioning company, today reported financial results for the first quarter ended March 31, 2005.

Revenue for the first quarter of 2005 was $30.6 million versus $29.6 million for the first quarter of 2004, an increase of 3%. Revenue performance was driven primarily by the inclusion of Authorize.Net in this quarter’s results, offset by lower revenue from AT&T Wireless Services, Inc. and Lightbridge’s exit from its Fraud Centurion and RMS product lines. Authorize.Net revenue for the first quarter of 2005 was a record $10.1 million, an increase of 20% over the $8.4 million reported in the first quarter of 2004 by InfoSpace, Inc., its former owner. Lightbridge acquired Authorize.Net Corporation on March 31, 2004.

The Company reported a net loss of $0.7 million, or ($0.03) per diluted share during the first quarter of 2005, versus a net loss of $0.7 million, or ($0.03) per diluted share, for the comparable period of 2004. The results for the first quarter of 2005 include restructuring charges of $0.9 million. First quarter 2004 results included restructuring charges of $0.5 million.

“Lightbridge had a solid performance this quarter, surpassing both revenue and EPS guidance. We continue to see strong demand and growth at Authorize.Net and are excited about our new product initiatives and partnerships. The addition of over 13,000 new merchants this quarter underscores the quality of our products and services as well as the exceptional reputation Authorize.Net enjoys in the e-commerce marketplace,” said Bob Donahue, president and chief executive officer of Lightbridge, Inc.

Donahue added, “As recently announced, we have taken several steps to support Lightbridge’s growth and long-term vision, including selling the Intelligent Network Solutions (INS) business to VeriSign (announced on April 25, 2005), scaling back the Instant Conferencing business, and exploring strategic alternatives for the Telecom Decisioning Solutions business. We believe the outstanding performance of the Payment Processing business and our solid financial position, combined with success in divesting a non-core business, positions us for continued growth and value creation as we look ahead.”

Lightbridge Announces First Quarter 2005 Financial Results-Page 2

Tim O’Brien, chief financial officer of Lightbridge, added, “We maintained our strong balance sheet and continued to reduce operating expenses with the closures of our Broomfield, Colorado call center and our Fremont, California Instant Conferencing facility, along with ongoing efforts to control costs.”

Select Highlights

•   A growing list of third party solution providers have integrated their products to the Authorize.Net Internet Protocol (IP) Payment Gateway including CoreSense, Kiosk Logix, Inc., and ZyXel

•   Authorize.Net announced completion of its Secure Virtual Point of Sale (VPoS) Beta, providing a secure, easy-to-implement, easy-to-use solution for “brick and mortar” retail merchants using the Authorize.Net Payment Gateway to transact over the Internet

•   Authorize.Net re-validated its compliance with Visa USA’s CISP program and validated its compliance with security programs sponsored by MasterCard, Discover Card and Visa Canada

•   Dobson Communications extended its contract with Lightbridge to provide wireless application screening through December 2007

Authorize.Net Metrics

•   Added 13,980 new merchants in Q1of 2005 with net new adds totaling 4,930

•   118,000 active merchants using Authorize.Net as of March 31, 2005, up 22% over the prior year

•   Transaction volumes increased to 55.9 million, a 25% growth over the comparable quarter last year

•   Processed $5.2 billion of merchant transactions in the first quarter, up 38% year over year

Cash and Short-term Investments

At March 31, 2005, Lightbridge’s cash and short-term investment position was $51.1 million, compared to $52.2 million at December 31, 2004. This includes funds due to merchants of $6.0 million compared to $5.6 million at December 31, 2004.

Company Performance versus Previous Guidance — First Quarter 2005

Lightbridge’s revenue of $30.6 million was above the Company’s previously issued guidance of $27.0 to $29.5 million for the first quarter of 2005. The Company’s previous guidance included revenue expectations for Authorize.Net of $9.6 to $10.2 million, with actual results reported at $10.1 million.

Lightbridge Announces First Quarter 2005 Financial Results-Page 3

Lightbridge’s loss per share of ($0.03) is better than its previously issued guidance of a loss per share range of ($0.10) to ($0.16) for the first quarter of 2005 due principally to higher revenue and lower than expected operating expenses.

Company Guidance — Second Quarter 2005

Lightbridge estimates total revenue, excluding INS, will be in the range of $24.5 to $26.5 million, with Authorize.Net expected to contribute in the range of $10.1 to $10.6 million. Excluding the expected gain on the sale of INS and its operating results through the date of closing, earnings per share is expected to be between a loss of ($0.05) and an income of $0.01.

These expected results reflect lower revenue in the TDS segment due to the continuing decline in revenue from AT&T Wireless Services, Inc. In addition, the Company expects to close the sale of INS to VeriSign, Inc. in the second quarter. This business’ operating results for the second quarter, and the expected gain on disposal, will be reflected as discontinued operations. Lightbridge does not expect to generate revenue from its Instant Conferencing business in the second quarter.

The above targets represent the Company’s guidance as of the date of this release.

Conference Call Information

Lightbridge will conduct a conference call today, Wednesday, April 27, 2005 at 5:00 pm (ET) 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 888-802-8576 or for international callers by dialing 973-935-8515. The replay will be available one hour after the call and can be accessed by dialing 877-519-4471 or for international callers by dialing 973-341-3080. The passcode number is 5958258 . The replay will be available until May 10, 2005.

About Lightbridge

Lightbridge, Inc. (NASDAQ:LTBG) is a leading e-commerce, analytics and decisioning company that businesses trust to manage customer transactions. Lightbridge adds value to fraud screening, credit qualification, and payment authorization. Lightbridge solutions leverage intelligent automated systems

Lightbridge Announces First Quarter 2005 Financial Results-Page 4

and human expertise, delivered primarily through the efficiencies and cost savings of an outsourced business model. Businesses use Lightbridge to make smarter decisions, deliver better services, provide secure payments, reduce costs and enhance the lifetime value of their customers. For more information, visit www.lightbridge.com.

###

Contacts:

Lynn Ricci
Director, Investor & Media Relations
Lightbridge, Inc.
781/359-4854
lricci@lightbridge.com

Note to Editors: LIGHTBRIDGE and AUTHORIZE.NET are registered trademarks and the Lightbridge logo and VIRTUAL POINT OF SALE are trademarks of Lightbridge, Inc. All other trademarks and 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 growth opportunities for the Company, the Company’s focus, objectives, goals, plans and strategies for the future including, without limitation, the objectives of growth and value creation, managing costs and increasing shareholder value, and the second quarter of 2005 financial guidance 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 and payment processing 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, unauthorized intrusions and attacks on Authorize.Net’s payment system that may impair the operation of its payment systems, changes in 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, (ix) potential state, federal and international regulation of voice conferencing and related compliance and operating costs, regulatory assessments and potential suspensions of service pending compliance with such regulation (x) the impact of the divestiture of the Company’s INS business on its business and operations, and (xi) the factors disclosed in the Company’s filings with the U.S. Securities and Exchange Commission including, without limitation, its 2004 Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements.

Lightbridge Announces First Quarter 2005 Financial Results-Page 5

Lightbridge, Inc. and Subsidiaries
Unaudited, Condensed, Consolidated Income Statement

(in thousands, except per share data)

	Quarter Ended
				December 31,			March 31,
	March 31, 2005			2004			2004
Revenues	$	30,640		$	32,472		$	29,625
Cost of revenues		15,346			16,882			16,066
Gross profit		15,294			15,590			13,559
Operating expenses:
Engineering and development costs		6,461			7,074			6,973
Sales and marketing		4,932			5,380			3,752
General and administrative		3,561			3,791			3,519
Restructuring costs		870			1,722			499
Purchased in-process research and development		—			—			679
Impairment of intangible assets		—			2,263			—
Gain on sale of Fraud Centurion assets		—			(2,673	)		—
Total operating expenses		15,824			17,557			15,422
Income (loss) from operations		(530	)		(1,967	)		(1,863	)
Other income, net		278			212			352
Income (loss) before taxes		(252	)		(1,755	)		(1,511	)
Provision (benefit) for income taxes		440			7,921			(770	)
Net income (loss)	$	(692	)	$	(9,676	)	$	(741	)
Basic and diluted weighted average shares		26,562			26,504			26,950
Basic and diluted earnings (loss) per share	$	(0.03	)	$	(0.37	)	$	(0.03	)

Lightbridge Announces First Quarter 2005 Financial Results-Page 6

Lightbridge, Inc. and Subsidiaries
Unaudited Segment Financial Information

(in thousands, except percentage amounts)

	Quarter Ended
				December 31,
	March 31, 2005			2004			March 31, 2004
Revenues:
TDS	$	17,073		$	19,279		$	23,809
Payment Processing		10,100			9,859			—
INS		3,467			3,334			5,816
Instant Conferencing		—			—			—
Total revenues	$	30,640		$	32,472		$	29,625
Gross Profit (Loss):
TDS	$	5,872		$	6,971		$	10,434
Payment Processing		7,805			7,435			—
INS		1,932			1,540			3,141
Instant Conferencing		(315	)		(356	)		(16	)
Total gross profit (loss)	$	15,294		$	15,590		$	13,559
Gross Profit (Loss) %:
TDS		34.4	%		36.2	%		43.8	%
Payment Processing		77.3	%		75.4	%		N/A
INS		55.7	%		46.2	%		54.0	%
Instant Conferencing		N/A			N/A			N/A
Total gross profit (loss) %		49.9	%		48.0	%		45.8	%
Operating Income (Loss):
TDS	$	2,475		$	2,708		$	4,035
Payment Processing		2,097			2,022			(679	)
INS		(529	)		(1,464	)		(37	)
Instant Conferencing		(887	)		(1,266	)		(1,072	)
Sub-total — Reportable segments		3,156			2,000			2,247
Reconciling items (1)		(3,686	)		(3,967	)		(4,110	)
Consolidated total	$	(530	)	$	(1,967	)	$	(1,863	)

(1) — Reconciling items from segment operating income to consolidated operating loss include the following:

	Quarter Ended
				December 31,
	March 31, 2005			2004			March 31, 2004
Restructuring costs	$	(870	)	$	(1,722	)	$	(499	)
Gain on sale of Fraud Centurion assets		—			2,673			—
Impairment of intangible assets		—			(2,263	)		—
Unallocated corporate and centralized marketing, general and administrative expenses		(2,816	)		(2,655	)		(3,611	)
Total	$	(3,686	)	$	(3,967	)	$	(4,110	)

Lightbridge Announces First Quarter 2005 Financial Results-Page 7

Lightbridge, Inc. and Subsidiaries
Unaudited, Condensed, Consolidated Balance Sheets

(in thousands)

				December 31,
	March 31, 2005			2004
Assets
Current assets:
Cash and cash equivalents	$	42,450		$	39,636
Short-term investments		8,612			12,589
Total cash and short term investments		51,062			52,225
Accounts receivable, net		19,189			18,940
Other current assets		3,434			3,132
Total current assets		73,685			74,297
Property and equipment, net		15,654			16,978
Other assets, net		274			336
Goodwill		57,628			57,628
Intangible assets, net		20,539			21,247
Total assets	$	167,780		$	170,486
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	14,210		$	16,486
Deferred rent obligation		1,789			1,592
Deferred revenues		3,399			3,681
Funds due to merchants		6,033			5,558
Reserve for restructuring		2,925			3,383
Total current liabilities		28,356			30,700
Deferred rent, less current portion		2,464			2,709
Long-term liabilities		217			149
Total liabilities		31,037			33,558
Commitments and contingencies
Stockholders’ equity:
Common stock		300			300
Additional paid-in capital		167,968			167,465
Warrants		—			206
Currency Translation		26			(184	)
Retained earnings		(10,764	)		(10,072	)
Total		157,530			157,715
Less: treasury stock, at cost		(20,787	)		(20,787	)
Total stockholders’ equity		136,743			136,928
Total liabilities and stockholders’ equity	$	167,780		$	170,486