SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
(Amended)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
______________
Date of report (date of earliest event reported):
June 18, 2003
LML PAYMENT SYSTEMS INC.
(Exact name of Registrant as specified in charter)
|
|
Yukon Territory (State or other jurisdiction of incorporation or organization) |
0-13959 (Commission File No.) |
980-20-9289 (I.R.S. Employer Identification No.) |
6099 (Primary Standard Industrial Classification Code) |
1680-1140 West Pender Street
Vancouver, B.C. V6E 4G1
(Address of principal executive offices)
______________
(604) 689-4440
(Registrant's telephone number, including area code)
______________
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information:
Further to the Form 8K filed by the Registrant on July 3, 2003, the following unaudited pro forma consolidated statements of operations for the years ended March 31, 2003, March 31, 2002 and March 31, 2001 and the quarterly period ended June 30, 2003 give effect to the disposition by the Registrant's wholly-owned subsidiary, LHTW Properties Inc., of its retirement styled residential community located in Wildwood, Florida, known as Wildwood Estates ("Wildwood Estates") as if it had occurred on April 1, 2000. Wildwood Estates was sold on June 18, 2003 for gross cash consideration of US$2,400,000. An unaudited pro forma Consolidated Balance Sheet as at June 30, 2003 has not been presented as the outcome of the disposition of Wildwood Estates, completed on June 18, 2003, has been reflected on the Corporation's June 30, 2003 unaudited Consolidated Balance Sheet filed on Form 10Q on August 14, 2003.
The pro forma information below is provided for information purposes only and is not necessarily indicative of what the results of operations of the Corporation would have been had the transaction actually occurred on the date indicated, nor does it purport to indicate the future financial results of operations of the Corporation.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 2003
(In U.S. Dollars)
|
|
LML Payment Systems Inc. |
|
Pro Forma Adjustments (1) |
|
Pro Forma LML Payment Systems Inc. |
|
REVENUE |
8,773,496 |
|
(213,403) |
|
8,560,093 |
|
|
|
|
|
|
|
|
COSTS AND EXPENSES |
|
|
|
|
|
|
Cost of operations |
6,908,954 |
|
(280,869) |
|
6,628,085 |
|
Sales, general and administrative |
2,520,126 |
|
- |
|
2,520,126 |
|
Amortization and depreciation |
2,390,323 |
|
(17,158) |
|
2,373,165 |
|
Other expenses (income) |
35,785 |
|
- |
|
35,785 |
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
(3,081,692) |
|
84,624 |
|
(2,997,068) |
|
|
|
|
|
|
|
|
Interest income, net |
53,202 |
|
- |
|
53,202 |
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
(3,028,490) |
|
84,624 |
|
(2,943,866) |
|
|
|
|
|
|
|
|
State income taxes |
19,595 |
|
- |
|
19,595 |
|
|
|
|
|
|
|
|
NET LOSS |
(3,048,085) |
|
84,624 |
|
(2,963,461) |
|
|
|
|
|
|
|
|
LOSS PER SHARE |
|
|
|
|
|
|
Basic |
(0.16) |
|
- |
|
(0.15) |
|
Diluted |
(0.16) |
|
- |
|
(0.15) |
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING |
|
|
|
|
|
|
Basic |
19,495,334 |
|
- |
|
19,495,334 |
|
Diluted |
19,495,334 |
|
- |
|
19,495,334 |
See Accompanying Notes
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 2002
(In U.S. Dollars)
|
|
LML Payment Systems Inc. |
|
Pro Forma Adjustments (1) |
|
Pro Forma LML Payment Systems Inc. |
|
REVENUE |
9,268,154 |
|
(187,308) |
|
9,080,846 |
|
|
|
|
|
|
|
|
COSTS AND EXPENSES |
|
|
|
|
|
|
Cost of operations |
8,132,566 |
|
(225,823) |
|
7,906,743 |
|
Sales, general and administrative |
3,314,747 |
|
- |
|
3,314,747 |
|
Amortization and depreciation |
3,246,795 |
|
(17,416) |
|
3,229,379 |
|
Other expenses (income) |
(72,357) |
|
- |
|
(72,357) |
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
(5,353,597) |
|
55,931 |
|
(5,297,666) |
|
|
|
|
|
|
|
|
Interest income, net |
131,978 |
|
863 |
|
132,841 |
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
(5,221,619) |
|
56,794 |
|
(5,164,825) |
|
|
|
|
|
|
|
|
State income taxes |
16,848 |
|
- |
|
16,848 |
|
|
|
|
|
|
|
|
NET LOSS |
(5,238,467) |
|
56,794 |
|
(5,181,673) |
|
|
|
|
|
|
|
|
LOSS PER SHARE |
|
|
|
|
|
|
Basic |
(0.27) |
|
- |
|
(0.27) |
|
Diluted |
(0.27) |
|
- |
|
(0.27) |
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING |
|
|
|
|
|
|
Basic |
19,248,970 |
|
- |
|
19,248,970 |
|
Diluted |
19,248,970 |
|
- |
|
19,248,970 |
See Accompanying Notes
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 2001
(In U.S. Dollars)
|
|
LML Payment Systems Inc. |
|
Pro Forma Adjustments (1) |
|
Pro Forma LML Payment Systems Inc. |
|
REVENUE |
10,071,358 |
|
(191,235) |
|
9,880,123 |
|
|
|
|
|
|
|
|
COSTS AND EXPENSES |
|
|
|
|
|
|
Cost of operations |
7,950,620 |
|
(249,401) |
|
7,701,219 |
|
Sales, general and administrative |
3,993,653 |
|
- |
|
3,993,653 |
|
Amortization and depreciation |
3,085,146 |
|
(33,822) |
|
3,051,324 |
|
Other expenses (income) |
768,770 |
|
(200,481) |
|
568,289 |
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
(5,726,831) |
|
292,469 |
|
(5,434,362) |
|
|
|
|
|
|
|
|
Interest income, net |
571,020 |
|
80,560 |
|
651,580 |
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
(5,155,811) |
|
373,029 |
|
(4,782,782) |
|
|
|
|
|
|
|
|
State income taxes |
57,884 |
|
- |
|
57,884 |
|
|
|
|
|
|
|
|
NET LOSS |
(5,213,695) |
|
373,029 |
|
(4,840,666) |
|
|
|
|
|
|
|
|
LOSS PER SHARE |
|
|
|
|
|
|
Basic |
(0.34) |
|
- |
|
(0.29) |
|
Diluted |
(0.34) |
|
- |
|
(0.29) |
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING |
|
|
|
|
|
|
Basic |
16,769,410 |
|
|
|
16,769,410 |
|
Diluted |
16,769,410 |
|
|
|
16,769,410 |
See Accompanying Notes
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2003
(In U.S. Dollars)
|
|
LML Payment Systems Inc. |
|
Pro Forma Adjustments (1), (2) |
|
Pro Forma LML Payment Systems Inc. |
|
|
REVENUE |
1,896,663 |
|
- |
|
1,896,663 |
|
|
|
|
|
|
|
|
|
|
COSTS AND EXPENSES |
|
|
|
|
|
|
|
Cost of operations |
1,757,877 |
|
- |
|
1,757,877 |
|
|
Sales, general and administrative expenses |
612,828 |
|
- |
|
612,828 |
|
|
Amortization and depreciation |
572,448 |
|
- |
|
572,448 |
|
|
Other expenses (income) |
16,347 |
|
- |
|
16,347 |
|
|
|
|
|
|
|
|
|
|
LOSS FROM CONTINUING OPERATIONS BEFORE INTEREST INCOME AND INCOME TAXES |
(1,062,837) |
|
- |
|
(1,062,837) |
|
|
|
|
|
|
|
||
|
Interest income, net |
9,601 |
|
- |
|
9,601 |
|
|
|
|
|
|
|
|
|
|
LOSS FROM CONTINUING OPATIONS BEFORE INCOME TAXES |
(1,053,236) |
|
- |
|
(1,053,236) |
|
|
|
|
|
|
|
||
|
State income taxes |
4,200 |
|
- |
|
4,200 |
|
|
|
|
|
|
|
|
|
|
LOSS FROM CONTINUING OPERATIONS |
(1,057,436) |
|
- |
|
(1,057,436) |
|
|
|
|
|
|
|
|
|
|
LOSS PER SHARE FROM CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
(0.05) |
|
- |
|
(0.05) |
|
|
Diluted |
(0.05) |
|
- |
|
(0.05) |
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING |
|
|
|
|
|
|
|
Basic |
19,593,061 |
|
- |
|
19,593,061 |
|
See Accompanying Notes
Notes to Unaudited Pro Forma Consolidated Statements of Operations
(1) Represents the elimination of the historical operating results of Wildwood Estates as if it had been sold on April 1, 2000.
(2) The consolidated statement of operations for the three months ended June 30, 2003 has been derived from the Company's Form 10-Q report filed on August 14, 2003. No pro forma adjustments to the results from continuing operations are necessary since the operating results of Wildwood Estates have been reported as discontinued operations for three months ended June 30, 2003.
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.
LML PAYMENT SYSTEMS INC.
By:/s/ Carolyn Mosher
Carolyn Mosher
Corporate Secretary
Date: August 20, 2003